Silver Cat
by FullMoonPoet17
Summary: She was created from the evil dwelling inside his heart. Her mission is fueled from the anger inside his soul. She is the newest creation on Lyoko. Will she destroy the Lyoko Warriors or join them?
1. Chapter 1

The day was just beginning at Kadic Academy, the kids were all in their classrooms listening to their professors teach about the subjects at hand. Three best friends were in one class, math, listening to Ms. Hertz as she droned about equations and variables. Jeremie was sitting in the center with a note-book open, black scribbles covering every page. Odd was beside him, partnered with Ulrich both of them trying to scare away the sleep that attempted to sneak up on them.

The blonde adjusted his glasses as he continued to list possible ways to destroy the super virus that wanted to kill them. The fear of death hung on their heads every day as they battled against the mad man in the virtual world they called Lyoko. Lyoko was a powerful sorce and had enough energy to destroy the world or enslave mankind.

Odd was drumming his pencil against the granite desk while humming the newest single of his favorite band. Ulrich on the other hand had his head down with his fixed on his mobile phone. There was a light buzzing coming from his hands followed by the almost silent clicking of buttons as he sent out numerous texts.

"Hey pal, who are you texting?" Odd whispered, still drumming with his pencil.

"Just Yumi, we have practice today after school." a light blush flashed on the brunette's cheeks as he whispered out her name. The purple dressed man opened his mouth to make a smart remark but a loud growling came from his stomach before he could get a single word out.

"Odd, can't you quiet that thing down?" Jeremie snickered across the isle.

"Well I could if I had more than two servings of break fast. I'm starving right now."

"You had two servings of biscuits and gravy like thirty minutes ago and you're still hungry?" Ulrich put the phone back in his pocket and entered the fun with Jeremie. The three shared an easy laugh at Odd's never-ending hunger when a light beeping noise came from the case beside Jeremie's feet. The blonde bent down and retrieved his laptop from the bag and upon opening it saw that their nemesis had activated another tower.

"Um, Ms. Hertz?" Jeremie lifted his hand in the air slowly and tried to put on an innocent face as the gray-haired teacher turned to face him.

"Yes, Mr. Belpois?"

"I'm not feeling to well may I go to the infirmary?"

"And let me guess, you two will escort him there?" Ms. Hertz pointed the meter stick in the other boys' direction before they were able to raise their hands. All three of them nodded sheepishly, knowing full well that the teachers didn't believe they were sick. Ms. Hertz gave out a loud sigh and dismissed the boys, allowing them to run off and contact the women of their group.

From outside the classroom the boys began sprinting towards the forest, eager to stop the evil before it spread. The boys slid down the rope and met the girls in the elevator, Yumi pushed the elevator button that dropped them towards the super computer.

"Alrighty everyone get to the scanners and hurry, we don't want to miss lunch this time." Jeremie took his seat in front of the hologram of the four sectors and began to type furiously as the four teens walked into the room below him.

"So where are we going Jeremie?" Aelita asked as the doors closed in front of her, Yumi and Odd. Ulrich was the last to be virtualized and they all fell into the snow.

"You are in the Ice Sector and the tower is a few miles ahead but be careful, William should be showing up any minute now." Jeremie warned as they began to run towards the silver lined tower. It glowed brightly in front of them as a black fog surrounded its edges.

"Way to tell the future Einstein." Odd groaned as they all prepared for a fight. Yumi raised her fans, their light almost as bright as the towers and Ulrich drew his swords. Aelita was behind Odd, her palms itching to end this war. The two sides met in the middle and the warriors found themselves shocked into silence as someone moved from behind William. Two cubes materialized besides them and began to blast at the warriors. They quickly dodged the lazers and tried to keep their eyes on the tiny frame behind their former friend.

She was a tiny girl, half Williams size, with silvery hair and ruby colored eyes. She wore a blue mini skirt and jet black leggings. Her silver boots streaked across the snow as she darted for the tower. Her arms were outstretched as she entered the new, empty space.

"Aelita hurry, she's obviously working for X.A.N.A!" a man cried out, his voice slightly muffled by the tower's walls as the girl continued to look around. Data caressed the sides and were a few inches from her finger tips as she tried to figure out to work this new device.

"Stop right there!" a soft voice interrupted the girl and she quickly turned to face the intruder.

"Who are you?" the pale girl asked, flinching away from the stranger.

"First you answer who you are." The pinkette took another step closer making the fragile child step back even further.

"I'd answer you if I could." the girl clutched her hands to her chest, petrified to move.

"You don't have to be afraid. My name is Aelita and I'm friend." the harsh tone vanished from Aelita's voice as she noticed the symbol didn't flash in the girl's eyes. The tower shook violently knocking the girl's to their knees. Fear overtook the girl's crimson eyes and she quickly tried to ascend to the second level, muttering something about having to hurry.

"I'll be in trouble if I don't hurry!" the girl cried out as she began to float towards the top.

"Wait! What are you doing?" Aelita rushed towards the girl as she stepped onto the silver lit platform.

"Hush this is what I'm suppose to do. I might not know who I am but I know this is what I was created to do." The girl held a joyous gleam in her eyes as blue virtual pad lit up before her. The girl then began to type in various letters and numbers.

"No wait, if you do that you'll destroy the tower!" Aelita tried to stop the girl but it was already to late, the data dropped down the sides and vanished into the bottom.

"Well I'm getting out of here." a smirk passed onto the girl's lips as she quickly bounded down to the bottom and exited the tower. She joined back up with William on the manta ray and the two flew off as the tower began to explode and the Ice Sector vanished; all the warriors looked around wildly as Aelita exited the tower and they all were divirtualized.

"The Ice Sector, what happened to it?" Yumi said as the friends regrouped by the hologram. Jeremie removed his glasses and pinched his nose, trying to stay calm.

"It's gone, whoever that person was with William she's able to destroy Sectors."

"That can't be possible!" Odd stared up at the ceiling in disbelief.

"So who is this new person?" Ulrich asked, his question directed towards the pinkette.

"She didn't know her name but she knew how to destroy the tower."

"So next time we see this silver-haired woman we have to defeat her." Ulrich announced.

"No! We can't just rush into Lyoko and begin wailing on the poor girl!" Aelita screamed out, silencing the room.

"Why do you say that?" Jeremie asked, focusing on the girl.

"Because I know she's not dangerous. The girl didn't know her name or who we are. When I met her in the tower she was scared, completely petrified of me. I think we can save her."

"Save her? You mean materialize her on Earth?" Jeremie pondered the thought as Aelita nodded in agreement.

"Well how do you know she's not dangerous?" Yumi questioned the pinkette, her tone more harsh than she expected.

"She didn't seem to have any power that's why she went straight for the tower instead of fighting us off."

"So how can we save her if she's being controlled by X.A.N.A?" Odd asked, finally staring into the emerald eyes of Aelita.

"She's not being controlled by him, the symbol wasn't in her eyes or on her forehead like it is with William."

"Well let's go get some lunch, we can discuss this later." Jeremie jumped from his seat and they all made their way towards the cafeteria, in silence.


	2. Chapter 2

_Damn those kids; they're always getting in the way of my plans. My newest pawn barely has a fighting chance even with the monsters backing him up and how is Aelita able to project such power into her palms?_ He sat on his throne in Sector 6, his home. Digital outlines from the web laid in front of him as his subjects walked around the silver area. William was the only human in here and was mindlessly walking about, his sword dragging on the ground.

"William you are dismissed." His words leaked like a black fog from his lips, releasing the spell he had casted over the young boy. His eyes regained the emotion he kept bottled up inside his brain. He watched as the boy fell onto the ground clutching his black hair; his mouth and eyes wide open in agony as he tried to scream out for help. X.A.N.A ignored the cries from the boy and continued to dwell on his newest plan. His lips twitched with anger as his fingers scrolled over the papers.

"X.A.N.A?" her tone was fearful and she clutched the door frame with her fragile fingers.

"Yes?" he turned towards his newest project as she slowly strolled into his room.

"Um, I was just wondering if, um..."

"Spit it out child! I do not have all day!" he didn't mean to yell but he hated it when his subjects stuttered or delayed getting to the point.

"I was wondering if I had a name," The girl looked towards the ground and dragged the tow of her silver boots against the white floor, nervously twitching with every movement.

"A name?"

"Yes, when I went into the tower another person joined me and asked me who I was."

"If it bothers you that much go ask William if you have a name, I don't care." X.A.N.A waved the girl away and she quickly bounded down the hall towards the outside. William was still buckled on the ground screaming out in pain as the girl ran towards him.

"William?" she asked, kneeling beside her comrade as he slowly pieced together what was happening.

"Y-yes?" he stuttered out, his blue gaze mixing with hers.

"Do you know if I have a name?" she held the boy in her arms as he dried his eyes. He looked at her again in amazment and confusion.

"What do you mean?"

"Well I asked X.A.N.A and he said to ask you. Do I have a name?"

"Do you want a name?"

"Yes, of course I want a name!" William slapped his forehead remembering that the girl was created a few days ago for the sole purporse of destroying towers and being X.A.N.A's slave; they were just puppets and X.A.N.A never truly gave a damn about either of them.

"Well if I had to give you a name it would be, Lily."

"Lily?"

"Yeah, its an Earth flower and has white pedals kind of like your silver hair." at the mention of her hair the girl quickly grabbed a few strands and admired the color.

"Lily.." she quietly whispered, a smile playing on her lips as her crimson eyes shined bright.

"Do you like it?"

"Yes! Its the best name ever!" the girl quickly jumped into the air with excitement and William felt a smile tugging on his lips as he watched her. Lily wrapped her arms around William's body, hugging him tightly as his arms drapped around her shoulders. She whispered out a thank you and William only bent down his head and sniffed her hair; never really giving her a response.

She's only been alive for a couple of days but she seemed to bring a human like atmosphere to this dreary place. Sector 6 was hell for William and this girl was his only salvation for surviving this place. Before her he had been alone to walk the endless hallways, never able to voice his own thoughts and now he had Lily who listened to his every word with amazement. She would sit beside him for hours as he told stories of the Lyoko Warriors or all adventures he had on Earth and she would quietly listen only interuppting when she didn't understand something he said.

"Come on let's go walk around." William peeled off Lily's arms and led her down a snow white hallway.

"Oh can you tell me about when you first met that one girl, um..."

"Yumi?"

"Yeah, Yumi!" William blushed lightly even though he had told Lily this story numerous times.

"You can almost site this story word for word why do you want to hear it again?"

"Because it gives me a warm feeling right here." Lily stopped her walking and pointed a slender finger right at her chest. Her black sleeves shifted as she placed her hands by her sides again, a blush brightening up her pale face. William smirked but started to tell the story, much to Lily's joy.

It seemed as though hours passed when they recieved the call. William ended his story and grabbed Lily's hand, wanting to escaped this place. Instead his feet carried him in the opposite direction, towards the manta ray.

"You have one job, destroy the Mountains and anyone who gets in your way." his order rang through their ears and William felt his will slowly disappear.

"Let's move out." Lily said, clutching to William's outfit as they soared through the digital sea. She secretly hoped that Aelita would be there so they could talk some more, hopefully the pink-haired girl would be happy about Lily getting a name.

The two flew over the brown mountains towards the center, the atmosphere silent and calm. Lily shifted the weight between her feet as William kept staring blankly ahead, his mind gone. She knew it would be a wasted effort to try and talk with William when he was in this state, he was only focused on one thing and it was X.A.N.A's will he followed. Her fingers clutched at the black and purple silk of his shirt as they drew closer and closer to their target.

"Its William!" a voice broke the silence and Lily looked ahead to see a purple creature riding a slender board. He had purple ears that peaked through his blonde hair that was spiked up. He pointed his hands at the two ontop the manta ray and began to fire.

"Hold on," Lily tightened her grip as the monster steered up towards the sky to avoid the attack, "I'm going to drop you off, run towards the tower and do not stop." William looked back at the girl and she slowly nodded, looking at the ground and swallowing the fear that rose in her throat.

"Wait, I think we're to far high-" before she was able to finish her sentence William detached her hands from his shirt and pushed her off the manta ray. The girl let out a terrified scream as she fell towards the ground at an alarming speed. The girl kept screaming even after she had closed her eyes, her arms and legs flailing around the empty space.

"Don't worry, I got her!" The purple creature rushed towards the falling girl and she landed on the back of his vehicle with a thud.

"Nice catch Odd!" a voice sounded out, Lily tried to look for the source of the voice but couldn't find it. Lily crawled to her knees and finally stablizaed herself on her feet as the purple boy began to look at her from the corner of his eye.

"So who are-" Lily jumped from the vehicle when the timing was perfect, cutting off the boy's sentence. They all stared in amazment as the girl landed on the ground with a light thud and began to sprint towards the tower. William was busy fighting off a woman that used two circles to fight while another boy dressed in brown weilded two silver sticks. They all fought viciously as Lily and Aelita headed for the tower.

"Wait!" Aelita stood infront of the silver-haired girl and put her hand out, stopping Lily in her tracks.

"Get out of my way!" Lily yelled towards the pinkette as the purple boy circled over head.

"No I won't allow you to destroy this tower!"

"Its what I was created to do! I have to do it!" Lily cried out, worried that she was wasting too much time.

"Quit talking and destroy the tower already!" William ordered, still defending himself against the two attackers. Lily went to take a step closer, her ruby eyes glaring into Aelita's emerald ones. They both shared a glare and began to pace back and forth, not daring to take a step closer. Finally Lily gained the courage and charged forward, much to Aelita's surprise. Lily pushed the pinkette to the side and headed for her destination.

Her arms were spread out but a searing pain hit her side. She crumpled to the ground and cried out in agony as another blast of pain hit her back. She turned to see the boy that saved her firing arrows at her.

"No Odd don't hurt her!" Aelita cried out trying to deflect the rest of Odd's arrows as they fired towards Lily.

"But Aelita, if we don't stop her than she'll destroy the Mountain Sector!" the voice without a form sounded out again, causing fear to grip at Lily's chest. Aelita stood over Lily and offered the girl her hand. Lily looked at the pinkette with wonder and fear but still took her hand, allowing Aelita to lift her off the ground.

"Thanks Ae-" Lily screamed out in pain and heard the loud cries of Aelita that were slowly drifting away. There was a searing pain in the lower half of Lily's body and she almost felt it go away as her body fell to the ground with a thud. Her ruby eyes held no emotion and her face was frozen with a pain filled look. Everyone looked in shock as the girl laid underneath William's foot, his sword in her side. Tears stung at the back of Aelita's eyes as she stared at the poor girl, frozen on the ground.

"William, how-how could you do that?!" A black haired girl cried out, rushing towards the two as William removed his sword from his partner's side.

"Easily." was the only word he said before he picked up Lily's still body and they both jumped over the edge, into the digital sea.


	3. Chapter 3

Lily woke up on the snow colored ground. She twitched her fingers slowly, trying to reawaken her body. Slowly Lily lifted herself to her elbows and knees and was able to look around. Golden creatures walked around aimlessly while William jogged over to her side. His eyes were full of regret and placed both his hands around her shoulders.

"Careful getting to your feet, your injuries are still healing." William slowly coax the young girl to stop fidgeting so much as she laid against a cold wall.

"Injuries?"

"Yeah, Odd attacked you with arrows and then...then..." William avoided Lily's eyes and looked towards the ground. Lily cupped William's face in her slender, pale hands and forced him to look at her.

"Then what?"

"Then X.A.N.A made me stab you with my sword, right through your spine." a tear slid down William's face and he crumpled into Lily's chest, claiming he was tired of hurting everyone.

"How long was I asleep?" Lily asked, stroking William's back.

"A few days, he refused tp plan anything until you woke." the two laid beside the wall, William crying into Lily's chest and she softly calming him down. It was a peaceful time until they got another call from X.A.N.A. William dried his tears with his sleeve and held out his hand for Lily. Her back was sore but she still took his hand and got to her feet. The two jogged towards his study to hear about the latest mission he was bound to send them on.

"Please don't hurt me again." Lily whispered as William's eyes began to dim and his face grew solemn. She hoped her words had gotten through to him but she didn't hold her breath as they jumped on top the manta ray and flew towards the Mountains again. The scenery was almost the same as the last time, it was calm and peaceful only this time there were two giant, orange creatures beside them. They had three large legs and a circular head that held the same symbol that glowed in William's eyes.

"Alright guys, here come William with a few crabs." the intangible voice sounded through the region and Lily found Aelita running towards them flanked by the purple creature and the girl with the pale face. Behind the three was a boy in brown and yellow following them, Lily made out two silver items clutched in his hands as he ran.

"Go and do not fail this time." William ordered, dropping Lily off close to the tower. She quickly nodded her head then sprinted for the tower. She crossed Aelita who seemed to just let her pass through the tower's wall without a fight. Lily was in the center of the tower when Aelita came into view.

"Wait, before you type in the code listen to me." Aelita grabbed onto Lily's wrist and held the girl in place.

"Um, okay." Lily quietly listened to Aelita explain how her friends could save the silver-haired girl from X.A.N.A and possibly save William.

"How is that possible? I can't run from him on this island." Lily's eyes grew wide as Aelita explained that she could run from X.A.N.A.

"Its a place called Earth and its wonderful."

"I think I've heard of this place, William has told me."

"Yeah, William is from Earth and we can take you there. You just have to trust us." Aelita released Lily's wrist and extended her hand. Lily looked into Aelita's green eyes to see how peaceful and true her words were.

"Alright, I trust you." Lily took Aelita's hand and the two ascended to the second level of the tower.

"Ok Jeremie, we're ready." Aelita's voice was soft and kind as she spoke to the invisible voice.

"Okay, I'm devirtualizing the others first then I'll launch the anti-virus on, um, what's her name."

"Oh I forgot to tell you Aelita, I got a name. Its Lily, like the Earth flower." Lily smiled at her new friend and she heard a light giggle come from the pinkette.

"Alright, so now that the others are on Earth I am going to start the anti-virus. Are you ready Lily?" the invisible voice asked and Lily looked over to Aelita, her hand tightening its grip as her eyes filled with fear.

"Don't be afraid I'll be beside you the entire time."

"Ok, I...I'm ready." Lily closed her eyes as sweat began to bead on her brow. Her hands began to shake and she felt Aelita draw closer to her, wrapping her arms around Lily's trembling shoulders. There was a light burning that starting in Lily's feet and made her twitch them uncomfortably. Slowly the heat rose to her knees and waist; it crawled up her stomach towards her head and down the length of her arms. The heat was light and didn't seem to hurt her, as soon as the heat arrived it was gone.

Lily fell to her knees when the heat vanished and she took a quick gasp of breath. Her shoulders were still trembling and she found it diffictuly to get to her feet, even with Aelita's help.

"Don't worry Lily that was the hardest part and now for the easy one, divirtualizing you." the voice sounded and Lily looked over to see Aelita already vanishing. Her eyes widened with fear and tried to grab onto her friend before she completely vanished. Her hands were empty and Lily found herself alone in the tower. Lily was about to exit the tower and run towards William when her feet began to tingle and felt oddly light. Lily's eyes looked down to see the faint outline of her silver boots as they slowly faded away. Lily let out a strangled scream when her legs vanished next and her hands became see through.

There was a light swishing noise and air blasted through her silver hair as Lily fell to her knees. Her hands came into contact with chilled metal that shocked her eyes opened. Two doors opened in front of the frightened girl to reveal a blinding bright room. Lily covered her eyes with her left arm as someone knelt towards her, blocking the harsh light. Pink hair was the first thing that came into Lily's vision and a smiled formed on her face as she wrapped her arms around her friend.

"Aelita! i thought you vanished!" Lily cried into her friend's shoulder as the others began to materialize around her. There were two males, one with brown hair the other with blonde that had a purple dot in the center and a woman with short black hair.

"I was just materialized on Earth, that's where we are."

"Wait, we're on Earth?" Lily's eyes widened again as she got her first true glimpse at the small room. There were three large tubes behind her that connected to various outlets throughout the metal room and there was a closed metal door opposite of the four teenagers.

"Yup welcome to Earth princess." the blonde spoke out an enormous grin on his face.

"Princess? That's not my name." Lily looked at the boy with confusion which only caused him to laugh out.

"I'll explain on our way to see Jeremie." Aelita helped Lily to her feet and they all made their way towards the second floor. Aelita quickly explained as much as she could about Earth and where they were, Lily listening intensely. Suddenly the door opened to reveal a large room filled with monitors that circled a hologram. In a large chair sat a boy a few inches taller than Lily, he had blonde hair and blue eyes that hid behind his glasses.

"Hello Lily, my name is Jeremie." The boy extended his hand as the group wandered closer to his chair. Lily slowly shook his hand as the others began to introduce themselves. The girl in all black was called Yumi and the boy next to her with the brown hair was known as Ulrich. The hyper active blonde that called Lily princess is Odd and of course Lily's first friend on Earth is Aelita.

"So what should we do with her, she can't exactly live in the factory." Ulrich pointed out.

"I'm way ahead of you. I already have Lily enrolled in the school as my cousin from Greenland. You don't mind do you, Lily?" Jeremie looked over to the silver-haired girl as she stared aimlessly at the monitors.

"I'm sorry did you say something?" Lily turned her attention to the boy with the glasses as he let out an agitated sigh.

"Just in case someone asks Lily you are from Greenland and you're Jeremie's cousin ok?" Yumi placed both of her hands on Lily's shoulders and stared into her eyes. Lily gave a slow nod before releasing she had on different clothes. She yelped out in shock at the sight of her altered clothes. They still had a silver, black and blue color to them but they were different. Her boots were replaced with smaller shoes that had an arrow on the side of them and she didn't appear to have any leggings. Her blue skirt ended mid-thigh and had a silver trim around it instead of being plan blue. Her shirt had one long sleeve that was black and outlined in sliver, the other side was shorter but still had the sliver outline. Lily lifted her hands towards her hair and felt it reach just below the center of her back. It was straight and felt soft in her hands and when she looked at it, it held its snowy color.

"Wow," she breathed out as she continued to examine her outfit.

"Your outfit looks good and I do like long hair on a girl." Odd admired, his comment was immediately taken back as Yumi slapped her hand across the back of his head.

"Where will she board?" Aelita asked as Odd rubbed his head.

"Well there was a room that could fit two people into it, I hope you don't mind Aelita but I was able to put both of you in that room." Aelita's eyes widened with anger and she was about to yell at the boy when Lily flung her arms around the pinkette and let out a giggle of joy.

"Yay I get to room with you! Wait what does that mean?"

"It means that we are going to share the same room, which I guess won't be so bad since you are new to Earth." Aelita gave the girl a light smile but threw a glare at Jeremie when Lily looked away.

"Well let's go get everything situated before too many questions get raised." Ulrich claimed as they all got into the elevator and headed towards the school.

"So are we heading to, um, what's it called again? Sch..sch...it started with a sch." Lily focused most of her brain on trying to figure out the word as everyone let out a laugh upon entering the area.

"Do you mean school, Lily?" Yumi offered.

"Yeah, school!"

"I honestly don't know anyone that is so happy about the word school." Ulrich groaned as they entered the dorms.

"So is this the school?" Lily asked, putting her ear against each of the grey doors.

"No this is the dormitory. This is where you'll sleep and get dressed and all that stuff." Yumi explained as they headed towards Aelita's old room.

"Ms. Stones, may I speak with you?" a rough voice sounded behind the friends and they all turned to see a big man wearing grey sweat pant and a red sweater.

"Yes Jim?" Aelita greeted the man with a sweet smile.

"I didn't know if you know but you are going to have to pack your things and move to a different room."

"Yes I was just recently told, we were just on our way to gather my things."

"Oh very well. Hey who is this?" Jim walked over to Lily and the girl tried to copy Aelita's smile but her lips faltered and she felt fear grip at her chest.

"This is my cousin Jim." Jeremie said, placing a hand on Lily's shoulder.

"Oh right the new girl from Greenland. Well missy my name is Jim and I'm the gym teacher." Jim held out his hand, it was three times the size of Lily's and had hair all over the back of it. Lily looked closer and could see that his palm was soaked with sweat and he had a strange scent around him. Nonetheless Lily put on a smile and shook his hand, wiping the sweat away with the back of her shirt.

"Its very nice to meet you Jim."

"Yeah well its, um nice to meet you to. Jeremie I hope you'll teach your cousin all the rules and you can pick up her schedule in the front office in the morning." Jim then dismissed himself and walked down the hallway, leaving the group alone.

"Well let's go get your stuff Aelita." Jeremie said, leading the group down the hallway. They came across the grey door and Aelita slid her key into the lock and opened it to reveal a small room. Lily looked around and noticed there were only a few things inside. There was a mattress with a dresser then a desk across the room next to a closet. Slowly the gang brought out boxes and began to fill them with the little items they could. The whole process took about five minutes and soon they were heading towards the other end of the hallway.

"Alright here's our new room, Lily." Aelita claimed, holding up a golden key that fit into the lock perfectly. Excitement bubbled inside the girl as the door slowly slid open. There were two beds against the walls and a closet that was next to a big dresser. Both beds didn't have anything on them and felt stiff when Lily jumped onto one them. Dust flew into her mouth and she coughed lightly as Odd joined her. They both giggled lightly as they began to jump mindlessly while Aelita and Jeremie unpacked the few boxes in the room.

"Well we'd love to stay and help but we have to get to practice. I'll see you guys tomorrow, goodbye!" Yumi called out as her and Ulrich left the room.

"Practice?" Lily asked, looking at the purple dressed boy.

"Yeah they're into Pancak Silat, a fighting style." Odd explained.

"I want to try it!" Lily claimed, a determined look on her face.

"Maybe you can tomorrow, it is getting late." Jeremie said, stretching out his arms as he yawned. Aelita agreed with Jeremie as she pushed Odd and Lily off the bed so she could make it. Aelita pulled out a few black sheets that were stashed in the closet and put them on the mattress. Lily watched, fascinated at how Aelita folded the sheets under the mattress so they fit nice and tight.

"Well we better go get some dinner before they run out." Odd called out, clutching his growling stomach. Aelita had just finished the beds and agreed, the four of them exited the room and headed towards the cafeteria.

"So what is this?" Lily asked, poking the red covered thing in front of her with a silver fork.

"Its called spaghetti, try it!" Odd pointing his fork towards Lily's face before he dug it into his own food and took a bite. Lily eyed the food curiously but took a small bite. The food, spaghetti, was actually really good and Lily found herself eating the entire thing. The group enjoyed their dinner with small talk, Aelita and Jeremie switching places when they had to explain something to Lily. It was her first day on Earth and Lily was already enjoying it.

'So this is why William cried every time Earth was mentioned.' she thought quietly, still eating her dinner.


	4. Chapter 4

The room was dark, everything silhouetted by the moonlight. Aelita was taking a shower down the hall as Lily stared out her window. The stars reflected in her ruby eyes as she gazed into the night sky. Aelita entered the room, drying her pink hair with her towel while looking at the girl leaning against the window.

"Enjoying the sky?" She asked, throwing her towel in the basket.

"What are those things?" Lily asked, smashing her finger against the glass. Aelita climbed onto the bed next to Lily and stared at the sky with her friend.

"Those are stars."

"Stars?"

"Yeah, stars."

"And what's that thing in the center, it looks like a smile!"

"That's the moon." Lily's eyes were sparkling like the stars as she continued to gaze through the glass.

"It's so pretty."

"The night-time is beautiful but it's late, we should get some sleep." Aelita crawled off the black comforter and walked over to her own pink bed. Aelita turned to face the wall and heard the quiet shuffling as Lily got comfortable. Slowly the room was full of the light snoring as the two girls were in a deep sleep.

Her pale face was calm but her eyelids would twitch in every direction as sweat cascaded down her cheeks and onto to her satin pillow. Finally her face began to twist with pain and her breath staggered, almost as if she was choking. Lily's hands flew to her throat trying to rip away at her attacker.

_You can't escape!_ his words flew through her core, freezing her lungs. Lily woke with a blood curdling scream, sweat drenching her hair as her hands still clutched her throat. Aelita was beside her instantly, her arms around Lily's shivering shoulders. She pulled Lily into a tight embrace as the girl began to sob uncontrollably.

"I...I can't. Why is this happening? What's going...what's going on?" her words staggered as she frantically took in breath after breath. Aelita tried her hardest to soothe the fragile child, stroking her silver hair and hushing calming words in her ears.

"It'll be alright, Lily. I promise, it'll be alright." Aelita held Lily that night silently stroking her hair and rocking her in her arms. Lily didn't stop crying and the fear from last night hung stiffly in the air as the two untangled themselves from each other to get ready for the day.

"Aelita..." Lily's voice was fragile and shy when she spoke out Aelita's name. Aelita looked over from the door frame and gave her friend an encouraging smile.

"Yes, Lily?"

"Thanks," Lily walked over to the pinkette and gave her a light hug, falling into her arms. Aelita returned the hug and helped dry Lily's face from the tears she shed.

"Whenever you want to talk about last night just let me know ok?"

"Ok, I will." Lily jumped out of Aelita's arms and the two rushed to take showers and get dressed so they could meet the gang for breakfast. Lily brushed through her silvery hair and admired how it shined in the mirror while Aelita got dressed in the stalls behind her.

"Enjoying your reflection?" a harsh tone came from behind Lily and she turned to see a girl a few inches taller than her standing in the door frame. She had black hair that was held behind a yellow head band. She wore a pink top that had a yellow heart in the center along with a purple mini skirt and dark purple leggings. She slouched against the metal frame until Lily acknowledge her existence.

"I'm sorry?" Lily asked as the girl waltzed over to the mirror.

"You know you've been staring at yourself for like five minutes and I would understand because I'm pretty but you, you're just ordinary. Actually, no, you're weird-looking."

"I'm weird-looking?" Lily faced the mirror again to see what was so weird about her. The girl stood behind Lily and pointed out her flaws one by one.

"Yeah I mean for starters your hair. No one in this school has white hair like you and it looks as if it hasn't been washed in ages. Also your eyes, why are they red like that?"

"I was created with these, my eyes are naturally red." Lily clutched at her hair as the girl continued to harass her.

"Yeah sure. Also what is with your clothes? Did you blindly choose them out of an ugly catalog?"

"A cata-what?"

"Wow not only do you not have any fashion sense but your dumb too." Lily tripped over her own feet and crawled to the edge of the wall as the girl advanced towards her.

"Sissi that's enough!" Aelita stood between the two women in the bathroom.

"Yeah Sissi, get lost." Yumi was behind the girl and she turned frantically around to face her while Aelita helped Lily to her feet.

"Listen Yumi, I don't have to do anything." Sissi remarked, glaring at the girl. Lily watched sheepishly from the sidelines, Sissi's words still fresh in her mind.

"Well I would think you would've thought that since I'm here and so is Aelita that Ulrich is having breakfast alone right now." Yumi said, tossing a wink to her friends.

"Well then I guess I better not keep him waiting." Sissi gave one last glare at the three of them before stomping out of the room, slamming the door behind her.

"Are you alright Lily?" Yumi asked, examining the girl for any injuries.

"Yes, I'm fine." Lily's eyes focused on the ground, Sissi's words still having an effect on her.

"Don't let Sissi get to you, she's just jealous." Aelita pitched in as they made their way towards the cafeteria.

"Jealous of what?" Lily asked, taking her seat next to Odd.

"Just jealous of how you are now hanging out with Ulrich and she isn't." Yumi gave out a light laugh before her and Aelita headed towards the line to get their food.

"Are you not eating Lily?" Jeremie asked, taking a bite out of a biscuit.

"I'm not very hungry," Lily answered, her voice barely above a whisper.

"Are you feeling alright?" Ulrich asked, reaching across the table to feel her forehead. Lily jolted away from his touch, fear in her eyes.

"What are you doing?" she asked, fearfully.

"Don't worry, I won't hurt you. I was just checking to see if you have a fever." Ulrich raised his hands and made sure Lily was calm before he reached for her face again. His hand was cool against her head and she closed her eyes, trying to fight back the tears that piled behind her lids.

"I don't believe I have a fever."

"You don't but you should try to eat."

"Yeah especially since you hardly slept last night." Aelita pitched in, sitting down next to Jeremie.

"You didn't sleep?" Odd asked, his mouth full of half chewed food.

"Not really, my dreams were scary and this morning was no better." Lily sighed heavily a tear gently slid down her cheek.

"I told you not to let Sissi get you to!" Yumi's voice was stern but gentle yet it still didn't change what Sissi had said the new girl.

"What did Sissi do?" Ulrich asked as another tear slid down Lily's face.

"She was making fun of Lily because she has silver hair and red eyes." Aelita explained.

"She said I'm weird looking."

"Well I think you look beautiful and you're unique." Odd said as he took his finger and wiped away the last tear before it fell from Lily's chin. She looked over at the blonde boy and gave him a warm smile, feeling a bit better.

"Thanks Odd."

"No problem and here; have my biscuit." Odd put the bread in Lily's hand and claimed he wouldn't let go until she took a bite. With a giggle Lily lifted the biscuit to her lips and took a small nibbled. The breakfast ended and everyone headed off to their classes, Lily following Aelita to Math while Odd and Ulrich headed for Gym with Jeremie. Yumi was by herself going to Spanish on the other side of the building.

Aelita and Lily took their seats in the back near the window as everyone else began to file into class. Slowly the teacher called out names and began the lesson, much to Lily's excitement. Slowly her excitement faded as more and more equations and symbols were drawn on the board.

"Um, Aelita?" Lily quietly whispered, trying to jot down the notes as fast as possible.

"Yes, Lily?"

"Do you understand this?"

"I do and I'll explain it all later tonight." Aelita gave Lily a tiny wink and the two shared a light giggle before writing down more notes.

By the end of the day Lily was massaging her sore hand while waiting for others near a vending machine. One by one the group met to discuss their next plan of action.

"We should get William out of X.A.N.A's control as fast as possible." Aelita said, everyone agreeing.

"We should explore Sector 5 some more it may give us new knowledge on William." Jeremie explain, trying to think of something.

"Maybe Lily can help us get William away from X.A.N.A?" Odd asked, his question intrigued the group and they all turned the silver-haired girl for an answer.

"I'll try to help any way I can." she said, raising her arms.

"Well let's go check out Sector 5 and see if Lily has any abilities she can use." Jeremie said, leading them towards the factory.

Slowly they were all virtualized into the world of Lyoko. Lily looked around to see tall brown mountains in the distance and a glowing white tower near them. The others were by her side all waiting for Jeremie's instructions. Lily looked over the edge to see the Digital Sea just below them, its waves roaring against the poles that held them in the air.

"Wow, princess, don't go over the edge." Odd said, pulling Lily back towards the group. When they were all situated a white sphere wrapped itself around them and transported them through the Digital Sea.

Lily grabbed onto Aelita for stability as they moved at a supersonic speed. Her stomach kept doing flips and she felt as though she would vomit when they finally landed. The world was white, much like Sector 6, and was outlined with X.A.N.A's symbols. A hallway opened before them with a shuttering sound, the countdown already beginning.

"Alrighty guys let's do this. Also Lily, welcome to Sector 5."


	5. Chapter 5

The room was white and Lily's eyes widened as she looked around, her mouth open in a soundless awe. The walls parted, creating a narrow hallway that the group used to get closer to the button. The countdown continued as they raced through the different hallways. One room had boxes that shifted and moved creating obstacle after obstacle for the small group.

"Lily!" her eyes looked up towards the top of one of the boxes. Smoke descended from the sides and slithered down towards her. Lily looked over and saw that everyone was busy dodging lazers and taking out monster after monster, she had to fight him alone.

"William?" Lily whispered out at the figure became clear, his sword was raised and he narrowed his eyes. She took a step back only to find that a box had moved up and blocked her path. Other boxes formed around her and soon she was alone with him. Lily frantically looked around but there was no way escape as William drew closer, an evil grin on his face.

"How dare you just leave!" Lily fell to her knees, her body shaking violently with fear.

"I-I had to."

"No, you have to come back." His face was an inch away from hers.

"I don't want to come back, I like Earth."

"Earth? You went to Earth?"

"Ye-yes." his grin grew with her confession and his lips parted so a laugh could escape and surround them. Tears stung her eyes as her heart felt as though it would explode from her chest. Adrenaline surged through her veins from the fear of having him so close, his blade inches from her body.

"You will by my spy from now on."

"What's a spy?"

"You will take notes about the Lyoko Warriors, their weaknesses and strengths; everything you can get you write it down and bring it to me."

"Why?"

"Because that's what you were created to do."

"No I was created to destroy the Sectors." her brows squished together in confusion.

"No you were created to serve me. I made you to help me destroy the Earth and the Lyoko Warriors."

"But they're my friends." her cheek burned bright red when William raised his hand and slapped it across her face. The attack shocked her and she was her elbows before she could register the pain.

"No, you don't have friends."

"Yes she does William!" Lily looked up to see Odd on a purple board soaring towards them. He aimed his arrows and began to fire furiously at William. William blocked the attacks with his sword but a stray arrow hit his shoulder, knocking him away from Lily as she tried to get to her feet.

"Odd?" Lily cried, relief flooding over her at the sight of the purple cat. She quickly jumped to her feet as Odd flew towards her.

"Quick, jump on." Lily nodded her hand and took Odd's hand when he passed. She wrapped her arms around his lean waist as they flew away from the angered X.A.N.A slave. The wind whipped Lily's hair against her face as she leaned her head on Odd's shoulder, feeling safe.

"Thanks Odd." she whispered.

"No problem, princess, but next time try not to get separated from us." Odd looked over his shoulder and gave Lily a smile that made her smile as well. The two flew over to the others, Yumi and Ulrich had just finished off the last creature.

"Lily! I'm so glad you're alright!" Aelita ran over the girl and wrapped her arms around her neck.

"Thanks to Odd, he saved me from William." Lily replied trying to pry Aelita's arms off of her.

"Well we stopped the countdown and Jeremie knows where we should go." Yumi filled Lily in as they began to head towards the elevator.

"Alright, jump in three...two...one." Odd took Lily's hand and helped her jump as the elevator zipped past them. They all landed safely on top it and rode till their stop, Odd didn't let go of Lily's hand till they were running towards the edge of the sector. There were two separate data screens with various numbers flickering on them. Aelita went to one and Lily walked over to the other. They both put in the codes and began to separate the different information.

"Wow Lil you really know your stuff on Lyoko." Ulrich commented.

"Actually I only know about half of this stuff I'm sending what I don't recognize to Jeremie." Lily looked over her shoulder and smiled at the three just standing around.

"Alright you two I've got enough information time to get you guys back. Here are your vehicles." Jeremia said and as he finished his sentence the motobike, hoverboard and overwing appeared before them. Yumi jumped onto her overwing with Aelita, Ulrich mounted the motorbike while Odd hopped onto the hoverboard. He outstretched his hand for Lily and helped her on the board. The group flew the end of the sector and appeared once again in the mountains.

"Well that was a pretty safe trip, surprisingly." Aelita said as they landed, the vehicles vanishing behind them.

"Yeah, I was sho-" Yumi's sentence was cut off as the group realized they were being under attack. Yumi was the first to be devirtualized as three crabs drew near them.

"Nothing never goes smoothly," Aelita sighed as her, Ulrich and Odd began fighting them off. Lily stayed near the edge, trying not to look over at the Digital Sea beneath.

"Lily get to the tower, I can't divirutalize anyone and you need to be safe!" Jeremie ordered, Lily nodded her head and bolted for the nearest tower.

"Why can't you divirtualize anyone?" Aelita asked, defending herself from the crabs.

"I don't know there's a bug in the program, I have to run tests. Guys try not to get hit."

"Wait did Yumi make it ok?" Ulrich asked, his voice thick with concern.

"Yeah, she's fine." Lily was still running towards the tower when William appeared, blocking her path. Lily's feet slid as she tried to stop. William walked towards her, an evil grin on his face.

"William," she whispered, her voice shaking with fear.

"Don't worry Lily, I'm not going to hurt you." He said, grabbing her wrist. She tried to pull away but William tightened his grip, threatening to leave bruises. Lily kept struggling as William dragged her farther from the tower. He dragged her towards the edge and held her over. Fear flashed in Lily's eyes as her gaze flashed between the Digital Sea and William, his grin growing. Lily dug her nails into Williams arm as she felt his grip loosen.

"William, please...don't." she cried out, tears streaming down her face from the fear. William's grip got looser and looser and Lily's heart raced with fear as she looked into his emotionless eyes. The grin on his was the last thing she saw when William finally let go.

"Lily!"


	6. Chapter 6

_**A/N: Hey just wanted to thank all of my wonderful reviewers! Muffinmilk317, DarkGingka14 and codelyokomonadvanced. Well enjoy the next chapter and review if possible. Thanks.**_

The wind brushed through her outfit as she fell. Her arms and legs flailed in the empty space trying to grab onto anything before she hit the waters below. Tears escaped from her eyes as her mouth opened in a blood curdling scream.

"Jeremie quick fix the bug before she hits the Digital Sea!" Aelita cried out, her and Odd looking over the edge. They both stared in horror as she continued to fall.

"I don't think I can fix it fast enough!" Jeremie's voice held the worry and fear that reflected in his eyes as his fingers feverishly type away, trying to make the computer go faster.

"Ulrich I've got an idea but I need your sword." Odd said, getting to his feet and stretching out his hand.

"What are you thinking Odd?" Ulrich said, hesitantly handing the cat his sword.

"We have to trust that when I make it to her and divirtualize her the program is fixed." Odd took a deep breath, a determined look on his face. Before anyone could object Odd flung himself over the edge, towards Lily as she fell.

"No, wait! Odd!" Aelita cried as the boy fell, he stretched out his hand for Lily to take. They were only a few inches from the sea when Odd took the blade.

"You have to trust me Lily." he said, holding the blade above his head.

"I trust you, Odd." her last words faded into the area as Odd impaled Lily with the blade, right in her stomach. He then turned the blade on himself and they both devirtualized before touching the roaring waters.

The doors opened to reveal the blonde curled on the bottom. His hair was still spiked and he was able to sit up. He let out a shocked yelp as a body flung into him, engulfing him in a hug. When he opened his eyes he found himself staring into sparkling rubies and saw a smile plastered on Lily's face.

"Oh thank you so much Odd! I was so scared I'd be stuck on Lyoko with William!"

"You're welcome, princess." Odd coughed out returning her hug before prying the girl off of him so he could stand up. Odd looked around and saw that everyone was safely back on Earth.

"Come on, let's go get something to eat. I'm hungry!" Lily said, leading them towards the cafeteria. She was all smiles since Odd saved her; her mood almost made it seem as though X.A.N.A and Sissi didn't effect her anymore.

The group entered the cafeteria and saw that Lily's smile faltered when she saw Sissi walking towards them. Lily took a step back towards Yumi as the girl's eyes narrowed when she got within earshot.

"Hello Ulrich." the girl said, fluttering her mascara coated eyelashes.

"What do you want Sissi?" Ulrich crossed his arms as the group surrounded Lily, praying Sissi wouldn't attack her.

"I just wanted to say hi."

"Well you said it so now you can leave." Ulrich's voice was harsh and would put fear in anyone except Sissi.

"Well you didn't exactly say it back but if that's how you want to be." Sissi flicked her hair behind her shoulders and pushed through the group. Lily was on the steps leading outside and Sissi saw her position as a perfect moment to strike. Sissi jutted out her elbow with enough force to throw off Lily's balance. The silver-haired girl was knocked off the steps and onto the ground below, in a little puddle of mud.

"Lily are you alright?" Aelita asked, extending her hand towards her fallen friend. Mud clung to Lily's outfit and was even in her hair and on her face.

"Whoops, my bad." Sissi said before running off. Lily refused Aelita's hand as she got to her feet, trying to brush off as much dirt and mud as she could.

"Are you ok?" Ulrich asked, everyone was crowding around the girl as tears threatened her eyes.

"Lily? Talk to us please." Yumi asked, putting a hand on Lily's shoulder. Lily just shrugged it off before bolting from the group. They all stared in shock as Lily continued to run towards the dormitory.

Tears streamed down her cheeks as she entered the bathroom and locked the door. She slid to her knees and continued to cry as the mud on her outfit began to dry. After a few moments Lily got to her feet and walked over to the showers. The water was warm and steam filled the room. Lily slowly scrubbed off the mud and washed the tears from her face. She wrapped her towel around herself and wiped some steam from the mirror so she could get a better look at herself. Her eyes were red, swollen and rubbed raw while her cheeks had tiny streaks down them. Her entire face was red from all the crying she did.

Lily finally left the bathroom and walked towards her room, locking the door behind her. She got out some clean clothes and sat on the bed, drawing her knees close to her chest. There were numerous knocks on her door that drew Lily's attention from her thoughts.

"Lily? Are you in there?" it was Aelita's voice that spoke out but Lily was sure everyone was behind that door.

"Lily, please talk to us." Yumi was the next one to speak out and more knocks came on the door.

"Please just leave me alone," Lily whispered, knowing they wouldn't hear her.

"Aelita, don't you have a key?" Jeremie asked, his voice muffled by the door.

"I do but I think I left it on my night stand." Lily looked over and saw the tiny glitter of gold beside Aelita's bed. The group continued to beg and knock on the door, hoping Lily was in there and could hear them. Finally she had enough and walked over to the door, her eyes still gleaming with tears. She opened the door to reveal everyone, they were all crowding in the small hallway and looked relieved when she came into view.

"Come on in," she said sheepishly, allowing everyone to enter the room. Lily crawled back on her bed next to Odd while Jeremie and Aelita sat on her bed, Ulrich and Yumi occupied the floor. Lily curled against the wall and they all sat there in silence. Odd put a hand on Lily's shoulder and was shocked when she leaned against him for comfort.

"I'm sorry, I don't know why Sissi did that but if she comes near you again." Yumi's hands balled into fists as she grew madder and madder.

"It's alright but I think I want to go back." Lily said, her voice still below a whisper.

"Go back?" Aelita asked, everyone looking at the girl with confusion.

"I think its time I went back to Lyoko."

**A/N: So I just wanted to thank everyone who has read this story and reviewed it. I'm so happy this story is so popular, I actually didn't think I'd be writing as many chapters for this story as I thought but yeah its happening. Anyways, thanks for reading and please leave a review if possible. Thanks.**


	7. Chapter 7

_**A/N: So I'm breaking my rule of no more than one update per day and I might even break it again tomorrow, I'm not sure yet. Well if anyone wants more than one update a day just let me know and I'll work on what I can. Anyways enjoy this chapter and review if possible. Thanks.**_

"I think it's time I went back to Lyoko." her words hung in the air like a fog, no one moved or breathed for what seemed like hours. Her voice was so sincere and serious and that's what startled everyone the most.

"You can't be serious Lily, you just got here." Jeremie pointed out.

"I know but I already hate it." Lily buried her head in her knees, her voice finally normal volume.

"You don't really hate it, its just Sissi. She's like that with everyone though." Yumi claimed, climbing onto the bed.

"No she pushed me and only me."

"That may be true but you shouldn't let one person ruin your time on Earth." Yumi was sitting beside Lily and wrapped her arms around the tiny girl, drawing her into a hug.

"Its not just Sissi though."

"What else then?" Odd asked, peering over at Lily as Yumi continued to sooth her.

"Its X.A.N.A. He wants me to spy on you guys."

"You're kidding?!"

"No I'm completely serious." once again the room was shocked into silence.

"Well you're not gonna do it, are you?" Odd asked, finally breaking the silence after several moments.

"Of course not, I wouldn't do that to you guys especially since you've been so nice to me."

"Well that's good but I think you should try and stay on Earth." Aelita said, fidgeting with her fingers.

"Maybe, I'll try and stick it out." Lily said, much to everyone's relief.

"Well it's getting late I have to head home." Yumi said, getting off the bed and heading for the door.

"Yeah and its almost lights out." Ulrich claimed as he and Odd exited with Yumi.

"Hey I'm glad you're staying on Earth." Odd whispered in Lily's ear before he laid his lips against her cheek. She placed her hand there when he left, a light blush on her face. She slowly closed the door and crawled into her bed, her face still red.

"I think Odd likes you." Aelita giggled as she turned off the lights.

"Really?"

"Yeah of course. Why else would he kiss your cheek?" the two girls giggled the night away, Lily finally finding a reason to stay.

The morning light filtered through window, dancing on Lily's eyelids as she slowly woke from her slumber. Aelita was already awake and was getting dressed when Lily sat up and rubbed the sleep from her eyes. Lily brushed through her hair and dressed for the day.

"Good morning Lily, how do you feel?" Aelita asked while putting on her pink boots.

"Good morning and I'm feeling better." Lily tried her best at faking a smile and it must've worked because Aelita smiled back.

"Ready to go get some breakfast and see Odd." she giggled with a wink.

"I am hungry." Lily said her face already heating up. The two girls giggled for a while before heading towards the cafeteria. The gang was sitting in their usual spot and Sissi was nowhere to be seen which was a big relief for Lily.

"Hey! How ya' feeling?" Odd asked, offering Lily a seat next to him.

"I'm fine but I do have to use the restroom I'll be back." before Lily took her seat next to Odd the silver-haired girl walked towards the bathrooms. Behind the metal doors Lily looked in the mirror and marveled at how well her smile had fooled everyone. Truth is, Lily wasn't feeling better, she still wanted to go back to Lyoko and leave Earth in her past. Lily cupped some water in her hands and splashed her face, feeling more awake from the cold shock. When she dried off her face and looked back at her reflection she saw black smoke begin to fill the room. Her mouth opened wide in a soundless scream as the smoke swirled around her. The next thing she knew everything was black.

Lily woke up to find only darkness around her. Above her was the eye of X.A.N.A glowing red. Lily clutched her knees to her chest and tried to fight the fear that clawed inside of her.

"I won't be ignored, Lily." his voice had no body, just like Jeremie on Lyoko.

"Yes you can!" Lily got to her feet, her hands balled into fists, as she tried to gain enough courage to fight him.

"You will listen to me and you will return."

"No! I will not return to you!"

"Yes you will even if its against your will." Lily's eyes grew with worry and fear for her friends, especially if X.A.N.A was possessing her.

On the outside Lily remained calm, despite the mental war she was having. X.A.N.A made sure they didn't suspect anything and tried to push her friends towards the factory as quickly as possible. Sure enough, since X.A.N.A was using a lot of power to possess Lily a tower had to be activated and Jeremie's computer quickly pointed that out. Soon they were all ditching class and heading for the factory, much to his pleasure. His smile grew more and more as he stepped into the scanners along with Ulrich and Odd. They all virtualized in the Ice Sector a few miles from the red tower.

"Alright, there are no monsters yet so let's make this as fast possible." Jeremie said and they all ran as fast as possible over the snow covered ground.

"Hey Lily you feeling alright?" Odd asked, trying to look her in the eyes. She kept avoiding his gaze as much as possible but he continued to try.

"I'm feeling better than ever now that William is here." She said, grinning and pointing towards the North just as William appeared.

"Wait how did you know he was here?" Yumi asked, defending herself from William's sword.

"Because I'm not going to return with you."

"Oh no look at her eyes! She's been possessed by X.A.N.A!" Ulrich pointed out just as a blue orb was beginning to form in Lily's palm. She took aim at the samurai and fire the energy at him. Ulrich noticed the attack and dodged just in time. Lily's face grew dark and angry when she realized Aelita had just entered the tower.

"William, distract them!" She ordered and then took off running towards the side. She was only a few feet from the edge of the sector when pain surged through her side. She turned to see Odd gaining ground towards her. He fired off more arrows and she gracefully dodged them and fired off her own energy blasts. She was finally able to hit the purple cat just as X.A.N.A's grip on Lily was weakening. Lily finally let out a painful scream as X.A.N.A's possession over her ended and she fell to the ground.

"Wow there, I've got you." Odd said, catching her before she able to touch the snow beneath them.

"Thanks Odd." she whispered out before everything went black and she passed out in Odd's arms.


	8. Chapter 8

Lily woke up to blinding lights attached to a pale ceiling. Her eyes felt bruised and heavy while her head pulsated with pain. There was thin white sheet over her body which she quickly pushed aside as she sat up.

"Wow, don't try to sit up to fast." Ulrich said, slowly pushing her back down.

"What...happened?" She asked, her mouth and throat terrifyingly dry.

"I'll explain later, you should try to rest though." Ulrich said, a warm smile on his face.

"No I'll be fine if I move around." Lily tried to sit herself up again but Ulrich insisted she rest.

"No you should rest."

"No I want to walk around."

"But bed rest is good for you!"

"Ulrich, what is going on?" Lily's voice just below a yell and she stared in Ulrich's brown eyes as he tried to look away.

"Nothing..."

"No, something's up. You are never this insistent on bed rest."

"How do you know? We've only known each other a couple weeks!" Lily's face slouched at his comment and an embarrassed blush appeared on his tan cheeks.

"I'm telling you nothing is going on." the boy said, coughing away his nervousness. Lily let out an amused hum before a wicked smile appeared on her lips. Quickly she flung the white sheet over Ulrich; while he struggled with the obstacle Lily bolted for the door. Ulrich called after her as she ran down the hallway, her breath heavy as she grew tired. Her body still wasn't at 100 percent but Ulrich was hiding something and she had to find out what. She raced past her fellow classmates towards the dormitory. Once inside she climbed up the stairs towards her room.

Lily bursted through the door and quickly closed it behind her just as Ulrich made it to the top of the stairs. Relief filled her veins but was filled with shock when she opened her eyes and saw Yumi and Aelita. Both of their faces were shocked and they were trying to hide something behind their backs.

"What are you doing here Lily?" Yumi stuttered out.

"Yeah I thought you were still asleep in the infirmary?" Aelita questioned, still trying to hide whatever was behind her back.

"I was feeling better so the nurse let me return to my room. What do you have behind your back?" Lily said, taking a step towards them.

"Oh, um, just some fabric." Yumi said stuffing whatever it was she was holding into her backpack. Aelita followed her lead and began to stuff the same thing in Yumi's backpack.

"What's fabric?"

"Oh it's just material that we can manipulate so it created other things." Aelita explained, zipping the pack shut.

"So what were you two making?" Lily asked, trying to grab the bag from Yumi. The tall girl lifted it above her head, making it barely out of Lily's reach.

"Nothing important but I got to go, my mom is taking me shopping for prom." Yumi said, opening the door to reveal a sulking Ulrich. He weakly smiled up at the Asian as she closed the door. Lily pressed her ear against the cool metal and could faintly hear their conversation.

"I'm sorry Yumi." Ulrich apologized.

"You were suppose to keep her busy, we were almost done and now I have to finish it on my own." Yumi groaned.

"Yeah well I told you that Odd would be better off distracting her."

"No, I already told you Odd can't know either. It has to be a surprise." The two then began to walk away, their voices too far away for Lily to hear more.

"So how are you feeling?" Aelita asked, sitting on her bed and opening up her laptop.

"I'm sorry, what?" Lily asked, finally removing herself from the door. Aelita let out a laugh as her computer booted up.

"I asked how are you feeling?"

"Oh, better. What happened? Ulrich wouldn't tell me."

"Well of course not, the nurse was probably over hearing your conversation. Anyways after X.A.N.A attacked and possessed you he forced you to almost jump into the Digital Sea. You were able to fight him when I deactivated the tower after that you passed out. You were still unconscious when we materialized you so Odd carried you to the infirmary so you could rest."

"He...he carried me?" Lily asked, her face beginning to heat up.

"He sure did, he even sat with you for a night or two."

"A night or two? Wait, how long was I out?"

"For at least four days, we switched watches. Odd didn't really want to leave your side but when we caught him snoring beside your bed we knew he needed to rest." Aelita giggled out.

"Well let's go see Odd then." Lily said, a smile on her lips.

"Well dinner should start soon but before we leave I have to ask you something." Aelita turned off her computer and put her hand on the door knob, a mischievous look in her green eyes.

"Um, about what?"

"This has been bugging since Odd kissed your cheek. Do you like him?"

"Of course I like him, he is my friend."

"No not like that I mean romantically."

"Huh?" Confusion flickered in Lily's eyes as she stared at the pinkette.

"Um, how can I explain this." The girl pondered the question until something popped in her head. She quickly snapped her fingers with a smile on her face. "I mean do you want to kiss him back?" Lily's face grew bright red at Aelita's question.

"Um, I don't know. I mean I've read about kissing and stuff like that but...I don't know." Lily's face was almost as red as her eyes as Aelita opened the door and allowed them to leave the room. The two walked into the cafeteria and spotted the others in their usual spot.

"Hey we heard you woke up! I snagged you some dinner." Odd said, pointing to a full tray of food next to him.

"I'm shocked you didn't eat it." Aelita commented before heading off to get her own food. Lily sat down and began to nibble on her food as Aelita took her place next to Jeremie.

"So Lily why are you so red?" Yumi asked, her voice copied the smile on her face. Lily had forgotten that she was blushing and her face turned even redder.

"No...no reason." she said, looking at the table. Her gaze flicked over towards Odd as he stuffed a spoonful of peas in his mouth but then her eyes returned to the table.

"Mhm, sure." Yumi's eyes narrowed and her smile grew wider, it appeared everyone at the table was aware of Lily's blushing except Odd.

"So Yumi were you able to find a prom dress?" Aelita asked.

"Yeah I was."

"Prom? What's that?" Lily asked as her face began to cool down.

"Its just some lame dance the school throws every year for the upper-class men." Jeremie stated while adjusting his glasses.

"Why is it lame?"

"Because it takes Jeremie away from his computer." Ulrich teased, his plate already empty.

"Well hopefully I can steal you away from your laptop for at least one dance." Aelita said, causing a light blush on Jeremie's cheeks.

"Well the best part about prom is the music of course!" Odd exclaimed, a wide grin on his face. Lily returned his smile before pushing her plate aside.

"So tell me more about prom."

"Well normally a guy asks a girl as a date. The girl will get all pretty with make up and a fancy dress while the guy generally wears a tux." Jeremie said.

"What's a tux?"

"Its a suite."

"And what's that?"

"You'll see if you go to prom." Yumi interrupted.

"I'd really like to go, it sounds like a lot of fun."

"Maybe some one will ask you." Aelita said, her gaze fixed on Odd.

"Hopefully." Lily said, everyone turning their gaze on the blonde boy. His gaze looked solemn, his eyes fixed on something outside as he stared out the window.

"Odd are you alright?" Aelita asked, waving her hand in front of his face. The movement seemed to shock him back into the conversation but his voice said that he was still spacious.

"Um, yeah, well I have to go. I'll see you later." Odd excused himself from the table and walked out of the cafeteria, leaving everyone worried and confused.

The next morning Odd hadn't changed since dinner. He was spacious and solemn which worried Lily every time she talked to him. Slowly she felt him drift away from their conversations and he even stopped replying to her texts.

"Have any of you talked with Odd?" she asked as the group huddled near the vending machines.

"I tried but he keeps blowing me off. He won't answer my texts or calls." Ulrich said. Lily's eyes flicked around the small space, hoping to see his purple outfit walking towards them. He never showed and didn't sit next to them during lunch. Odd had completely shut them out.

Lily was walking back to her room, a towel wrapped around her hair as it dried from the shower she had just taken. She was still worrying about Odd when she opened the door and almost screamed in surprise. Hanging in the center of the room was a dress. It was dark blue and outlined with a glittery silver color. Lily walked over to the dress and rubbed the fabric against her fingers, it was soft and felt nice in hands.

"Do you like it?" Aelita asked, standing in the door way.

"Its so pretty."

"I'm glad, we made it for you." Lily whipped her head around to stare at her roommate in surprise.

"What do you mean?"

"Yumi and I made this dress for you so you could wear it to the prom with Odd."

"But Odd isn't talking to anyone."

"He's probably just going through some stuff he'll come around especially tomorrow night during the dance." The two girls stared at the beautiful fabric in front of them. Finally Lily took the dress and began to put it on. The straps hung around her arms instead of on her shoulders and the end of the dress was just below her knees, the top was cut in a v-neck style without showing too much of anything. Aelita brought out a black, see through sash that wrapped around Lily's shoulders, completing the look.

"I love it Aelita!"

"You do look beautiful. The dress was made just for you and it fits perfectly." Aelita marveled at the sight as Lily twirled around in the tiny space, making the dress lift and fall with her movements.

"I hope Odd likes it."

"He will love it, I'm sure." The two shared a smile and put the dress away, excited for tomorrow.

Lily was once again putting on her dress, with help of Aelita. Aelita wore a dark pink dress that was a bit longer than Lily's. The sleeves covered Aelita's shoulders and she wore off white elbow length gloves and pink heels. The two were trying to put on Lily's dark blue flats when there was a knock at the door. Aelita opened the door to reveal Ulrich, Yumi and Jeremie standing in the hallway. Yumi wore a black dress with red lilys around the hem, the neck was cut similar to Lily's and Yumi wore black half gloves that only covered her hands. Jeremie and Ulrich both wore black suits with a white under shirt and black ties.

"Wow Lily, you look incredible!" Yumi said, examining her work.

"I really like your dress Aelita," Jeremie said, taking her hand and blushing.

"So where's Odd?" Lily asked, looking down the hallway towards the stairs.

"He left early, saying something about wanting to surprise someone." Ulrich said winking at the blushing girl.

"Well we better not keep him waiting, the dance is about to start." Aelita said, leading them down the hallway towards the gymnasium. They walked into the dark room, it faintly lit with different colored lights that streaked through the sky. Everyone was dancing and talking, all enjoying themselves. The music blared loudly from two giant speakers near the stage and next to the drink station.

Lily looked around feverishly for Odd and finally spotted him getting two glasses of punch. She quickly walked towards him but stopped dead in her tracks. Odd handed a short girl with brown hair in a purple dress a glass of punch. She kindly accepted it and placed a kiss on his cheek. Odd blushed before turning his head and kissing the strange girl on the lips.

Lily watched with tears in her eyes as Odd guided the girl to the dance floor just a slow song began to play. He wrapped his arms around her waist as she wrapper hers around his neck. Slowly they rocked back and forth, smiling at each other in the dim room before sharing another kiss.

"Lily, did you find him..." Yumi's voice trailed off as she followed Lily's gaze. "Oh no, Lily are you alright?" Yumi turned towards her friend as the first tear fell from her ruby eyes. Lily's shoulders began to shake and she clutched her hands into fists, digging her painted nails into her pale skin.

"Yumi what's going on?" Ulrich said, standing beside his date.

"Odd's here with some other girl. Look." Yumi pointed towards the new couple as they separated their lips for some air.

"You have to be kidding. I'll find out what's wrong with him." Ulrich pushed up the sleeves of his jacket and began to walk towards Odd when a hand grabbed his arm. He looked over his shoulder and saw that Lily was stopping him.

"No its fine Ulrich. I'm going to go though, I don't feel so well." Lily said, trying to keep her voice from breaking.

"Do you want me to walk you back to the room?" Ulrich asked, engulfing the girl in a tight hug. Lily pushed the brunette away and denied his offer. She slowly turned and walked away, leaving her first prom.


	9. Chapter 9

The energy from the dance was raising by the second. Everyone was having a good time except for four teens that slouched against the wall. They all shared a mixture of anger and worry as the leaned and watched as countless people passed them. One blonde noticed them and with a grin on his face waltzed over to his friends.

"Hey, why aren't you dancing?" he asked, getting closer to them. His smile faltered as he noticed the intense glares coming from their eyes, even Aelita didn't welcome his presence.

"You know Odd your grades might not be very good but I wouldn't have guess you were this stupid!" Yumi said, jamming her finger against Odd's chest.

"What? Why are you all mad?" Odd asked, confusing flickering in his blue eyes.

"Haven't you noticed someone isn't here?" Jeremie snorted. Odd took a few moments to look around, his eyes scanning everyone's faces.

"Where's Lily? I thought she was looking forward to this."

"She was until she saw you kissing that girl." Aelita said, her glare deepening.

"She-she saw that?"

"Who didn't see it Odd?" Jeremie said.

"So where did she go?"

"She went back to her room and if you know what's right you won't follow her, she wanted to be alone. Odd, honestly, I'm really disappointed in you." Ulrich said, leading Yumi away from the blonde before she killed him. Odd opened his mouth to explain himself but closed it when he noticed everyone leave.

"Man, I didn't want this night to go like this at all." he muttered to himself.

"Hey Odd what's wrong?" the girl he had been dancing with waltzed over to her date, a smile on her face.

"Listen Jessica, something came up and I really have to deal with it. I'm sorry."

"You're sorry? You leave me half way through prom and you're sorry?"

"Well this is really important, I have to deal with this."

"And what is so much more important than me, your girlfriend?"

"My friend is really upset."

"Your ditching me for your friend?"

"I'm not ditching you, I'll be back as soon as I can and if the dance is over before that then I'll make it up to you I swear."

"Ugh you are always doing this. You come up with an excuse to leave and then you hardly ever return. You know what if you don't want to be in this relationship, fine it's over." Jessica whipped her hair in Odd's face before walking off. Odd shook off his recent break up and left the dance.

When the doors closed behind him, Odd sprinted towards the dormitory. He climbed the stairs as fast as he could and ran all the way towards her room. Odd bursted through the door and looked around. The room was dark and untouched. There was a pile of clothes littering the floor and Odd noticed that Lily's bed was still made. Odd turned around and looked down the hallway, he knocked on the bathroom doors but Lily was no where to be found.

Odd pulled out his mobile and dialed her number. He heard it ring over and over before redialing, still no answer. Odd decided to call Aelita, hoping she was with the pinkette. The call went straight to voice mail and so did all the other's.

"Just great, right when I need them they don't answer. Well only one other place she could be." Odd headed towards the forest and entered the sewers, heading towards the factory. Millions of things raced through his mind as he ran. Sweat broke down his face and his legs began to feel heavy as he continued to run. Odd slid down the ropes and into the elevator, he rode it down to the computer lab and instantly jumped onto Lyoko. He called out her name tirelessly but she didn't respond. He typed in the only codes he knew and prayed that one would find her.

"Odd what're you doing?" Jeremie's voice sounded behind him and Odd nearly fell out of the chair from shock.

"I'm trying to find Lily, I checked her room and she wasn't there."

"So you think she's on Lyoko?" Aelita asked as Jeremie took his spot at the computer.

"Well it's the only other place she would go. I have to go get her Jeremie, please." Odd begged.

"I hope she's not in any danger." Yumi said, her glare destroying the boy.

"Well Odd was right, Lily is on Lyoko but she doesn't appear to be in any danger." Jeremie said, typing away at the keyboard.

"I'll go get her, where is she?" Odd said, determination in his eyes.

"The Mountain Sector, she's in a tower and you can't get in unless she gives you permission to enter."

"Well he can if I let him in. All I have to do is be there." Aelita said, smiling at her friends.

"But what if X.A.N.A attacks you?" Yumi pointed out.

"I have my energy blasts and if X.A.N.A hasn't attacked Lily yet then I doubt he'll attack him." Aelita said, before anyone was able to reply to Aelita there was a scream from the computer.

"Jeremie what's going on?" Odd asked as everyone began to crowd around the monitor.

"The tower Lily is in is being under attacked, by William."

"We need to head out now!" Ulrich said as they began to head towards the scanners.

"Alright be ready for a fight." Jeremie began to virtualize his friends onto Lyoko. They all made it safely to find William swinging his sword as fast as possible at the tower, lowering its defenses.

Inside the tower Lily tried to stay as stable as possible while the tower rocked back and forth from each attack. She helplessly cried out for help but it seemed as though she was on her own. Lily held out her palm and tried to focus her energy, Aelita told her that she had shot at them with a blue energy orb when she was possessed by X.A.N.A. Lily closed her eyes and focused as much as she could. She could feel a warmth center in her palm, when she opened her eyes she saw the orb float just above the surface of her skin. A smile crossed her lips as Lily ran out of the tower, the orb gaining more and more power.

Lily found William fighting off Ulrich, Yumi and Odd, she closed one eye, took aim and fired. William stumbled forward and looked over at his shoulder in anger. With a smirk still on her face Lily fired another orb towards him, William jumped to the side to dodge it. He then got to his feet and headed straight for the girl, his sword ready for attack. Lily got in a defensive position but instead of hitting her his sword William surrounded Lily in thick smoke.

Lily coughed several times before the smoke dispersed and found William's sword hitting her in the stomach. She was knocked back several feet and continued to cough. William walked towards her a smile on his face as he raised his sword for one more attack.

"Lily, get back in the tower!" Odd screamed blocking William's attack with his arrows. Odd stopped between Lily and William.

"Odd's right, hurry Lily!" Jeremie screamed over the microphone. Lily obeyed his order and headed back into the safety of the tower.

"I'm really happy to see you guys!" Lily said as she sat in the center of the tower.

"What are you doing on Lyoko, Lily?"

"I was upset so I came to clear my head. I didn't think William would attack me."

"You shouldn't go alone, Lyoko is still very dangerous."

"I'm sorry."

"It's alright and its seemed that William retreated."

"So I can come out?"

"Not yet." before Lily could ask why someone entered the tower. The first thing Lily saw was purple ears and the tail that swung side by side. Odd stood in front of Lily, his face was flushed and he looked ready to vomit.

"Odd." she breathed, anger boiling inside her.

"Lily, please just hear me out."

"Why should I?"

"You don't have to but please. I'm really sorry I hurt you."

"Well sorry isn't good enough Odd." Odd took a few steps closer to Lily and cupped her hands with his.

"I know and I hope you'll let me make it up to you."

"Well, I don't know yet."

"Please, I' really really really sorry."

"Yeah, well who was that girl?"

"Her name is Jessica, I've liked her for a while now and we started dating a few days before you passed out. Well we used to date."

"Used to?"

"Yeah, when I heard you were upset I told Jessica that I had to find you and she dumped me because of it."

"Oh."

"It doesn't matter, I realized when we started dating she's not the one for me. She is way to bossy and- hey what are you doing?" Lily had removed her hand from Odd's and began to create an orb in her palm. Lily didn't reply to Odd she only aimed the orb at herself and shot, devirtualizing before Odd could say anything else.


	10. Chapter 10

"Odd, what happened?" Jeremie asked, before the others could as the purple cat exited the building.

"She shot at herself and devirtualized before I could really explain." he said, his head hanging low.

"Well at least you tried." Yumi tried to cheer her friend up by giving him an encouraging smile but Odd never raised his head to see it.

"Hold on. Odd said she devirtualized herself but she's not in the scanner rooms or the factory." Everyone looked towards the sky in horror.

"Then where is she?" Odd asked, his voice raising with panic.

"I have no idea, she's never been devirtualized I've always had to type in a code to get her back here. While I look for Lily I'll bring you guys back."

"But Jeremie what if Lily is still on Lyoko?" Aelita asked, her voice mimicking Odd's.

"I've done various scans on all the sectors including Sector 5, she is no where on Lyoko." Just as Ulrich and Yumi were divertualized.

Soon the group met by the hologram as Jeremie typed away, various windows opening up on the tiny screen.

"Have you found her?" Odd asked, trying to make sence of all the strange lettering.

"Yes, her code got lost when she attacked herself. I'm bringing her back now. Go meet her in the scanners." Odd was the first in the elevator and pushed the button as the others joined him. They all hovered by the scanner as it opened, blasting their hair back with wind. In the center curled into a ball with silver hair was Lily. Odd bent down and scooped her into his arms, her head drooped down and her eyes didn't open.

"Jeremie I think somethings wrong." Aelita said as she grabbed Lily's wrist and checked for a heart beat.

"What is it Aelita?"

"Her heart, its hardly beating at all."

"We have to get her to the infirmary now then. This could be bad." Yumi said as they raced towards the elevator. They ran through the school and bursted into the room, surprising the nurse.

"What is going on?" she asked, as they laid Lily down onto one of the made beds.

"She fainted during the dance and when Aelita checked her heart it was beating really slowly." Ulrich explained while the nurse checks Lily.

"Well Aelita was right her heart is beating slow and its getting slower. One of you must have a cell phone call an ambulance, I'll explain to the principal." Yumi immediately got out her mobile and began calling, explaining the situation.

"They're on their way."

"Good one of you stay with her while I page the principal." The nurse left the tiny area and her voice could barely be heard behind the door.

"Someone should go to the hospital with her, if she wakes up she'll freak out." Yumi said, taking one of Lily's hands into hers.

"I'll go with her," Odd said, sweeping a stray strand of silver hair from Lily's face. His hand caressed her cheek as he want to take Lily's other hand.

"I'll go with them, incase Lily doesn't want to listen to Odd." Aelita said as the nurse came back into the room.

"What are you all talking about?" she asked.

"We were wondering who will go to the hospital with Lily, just in case she freaks out when she wakes up." Jeremie explained with a charming smile.

"So who is going?"

"Aelita and Odd, they're closest to her." Urich pointed out.

"I would think her cousin would go though."

"Um, well yeah I should but I have a huge test tomorrow so Aelita volunteered to take my place."

"Very well, I'll let the principal know when he gets here."

"Are you sure he'll let us go?" Odd asked, not looking away from Lily's face.

"He has to if I give the order. Which I do." there was a light smile on everyone's face as the principal and paramedics entered the room. They shoved the teens aside as they transferred Lily to a stretcher and hauled her outside towards the vehicle. On the run towards the ambulance the nurse explained everything and the principal allowed Aelita and Odd to ride with Lily. Odd sat next to Lily but instead of taking her hand in his he put his head in his hands.

"Odd, it'll be alright." Aelita said, putting an arm around her friend.

"But what if she doesn't wake up, I messed up so bad. I hurt her so much and I don't think she'll ever forgive me." tears began to well behind his eyes and eventually rolled down his cheeks.

"Lily's not like that, she'll let you explain and everything will be fine."

"What if she doesn't wake up and we never see her again."

"Odd you can't think like that, we have to stay positive."

"Yeah you're right." The ambulance stopped and two men opened the back, allowing Aelita and Odd outside. They all ran inside and into a sterilized room. Various devices were hooked up to Lily and oxygen was given to her through a tube. A doctor came and in and asked several questions he then checked all of Lily's vitals and left. When he was gone Aelita's phone began to ring.

"Hello, Jeremie. You're kidding, this is bad. No we are still with Lily and she's still unconscious. Alright I'll tell Odd."

"Tell me what?" he asked as Aelita hung up her phone.

"X.A.N.A is behind this. He's trying to destroy Lily with a virus."

"Destroy her?"

"Yes, the virus is attacking her mind and heart."

"How do we help?"

"I don't know. I can't get to the factory from here and we can't deactivate the tower."

"Aelita you have to ask them for a ride back to the school." Odd began to push Aelita into the hallway and she quickly took off towards the receptionist. He looked back towards the bed as Lily's heart monitor continued to beep. Her eye lids twitched back and forth and she let a quiet yelp. "Everything will be fine, Lily, I promise."

Lily laid in darkness, it was the same darkness she found herself in when X.A.N.A had possessed her. The red eye stared at the girl as she slowly sat up. Her silver hair fell past her shoulders and pooled by her stomach. She looked around in the empty space hoping to find anything besides darkness. When she found nothing, Lily got to her feet and began to walk around. She left the empty space and noticed that trees began to form around her creating more darkness. The trees loomed over her head and the tiny hairs on Lily's arms stood on end.

"Hello? Odd? Anybody?" She called out, getting no response. She continued to walk, rubbing her hands against her arms to help slow down the fear that picked at her. The area around her seemed dead except for the trees and there was a light breeze that lifted up her hair. Her shoes made a light crunching sound as she walked on brown, dried grass.

"Don't run," a whisper tickled her ear. Lily looked around but couldn't see anything as adrenaline rushed through her veins. Refusing to obey Lily took off running. There was a light growling coming from behind the trees as they blurred past Lily. "I told you not to run." the voice again whispered into her ear. Lily continued to run until her foot caught the end of a loose root and she fell onto her hands and knees. She frantically crawled back towards a tree, her heart racing.

"What do you want from me?" she called out as the growls got closer. A wolf leaked from the shadows, blood and foam cascading from his white teeth. His black fur was long, knotted with blood. His growl became louder as he got closer to the shivering girl. Her red eyes staring into his coal black ones. She faintly re-asked her question as his breath pushed back several strands of her silver hair.

"You," the voice faintly whispered. The wolf opened his mouth and lunged for the girl as she let out a blood curdling scream. Lily quickly rolled out of the way, got to her feet and sprinted away from the wolf. He quickly recovered from his attack and began to chase the girl through the woods.

Lily continued to run as fast as she could and she spotted an old, red brick house not far up ahead. She rushed through the door and closed it as the wolf lunged for another attack. His paws clawed at the half molded wooden door as Lily walked away. The place looked deserted, it had dust and weeds all over it. The wood was hallow and molded and squeaked when she walked on it.

"Who's there?" a voice sounded from inside the kitchen.

"I'm sorry to intrude. My name is Lily."

"Lily? Well get out."

"I can't leave yet there's a wolf outside wanting to kill me."

"He's not the only one wanting you dead." there was the squeak of a chair as the man stood up. Lily heard the click of a gun and his footsteps as he walked towards her. Quickly Lily bolted up the stairs and into the closest room. The room was almost empty except for a few boxes in the corner and window on the other side. Lily quickly hid behind the boxes and shut her eyes, her heart and mind panicking. She heard the man as he came up the stairs, dragging his gun on the floor. He opened the door, a small sliver of light falling on the boxes Lily was hiding behind. She cupped her hand over her mouth to help hide her breathing as the man entered the room and closed the door. A tear slid down her face as her heart raced even more.

"Please don't see me. Please." she whispered.

"Come on out, Lily. I know you be hiding behind them boxes." Lily's heart felt as though it had stopped as the man stood in front of the boxes, waiting for her to stand. He had his gun raised and pointed in her direction. Tears soaked her face as Lily tried to think of a way to escape. She looked over and noticed the window was open but it would be a long fall if she were to jump out of it. Its either break a leg or get shot in the face, both would be painful only one would be deadly. Lily quickly stood up and chucked one of the boxes at the man. Surprised the man shot at the box as Lily jumped out the window and landed in the back yard. She recovered from the fall, trying to shake off her sprained ankle. Adrenaline numbed the pain long enough for Lily to hop the small fence and run towards the forest.

Lily continued to run in darkness for what seemed like hours, her breath was heavy and she felt ready to vomit. She recovered her breath and looked ahead, expecting to find more darkness. Instead there was light, pooling between a circle of trees. A smile formed on the girl's lips as she sprinted for the light. Before she was able to step into the light the wolf jumped out, blocking her path. Lily screamed in fear and looked behind her to see the man pointing his gun at her. The wolf lunged forward, his teeth gleaming in the darkness as the man fired his gun. Lily screamed and ducked down, watching as the bullet passed through the wolf's chest, killing him on impact. The wolf landed beside her with a thud and Lily took the opportunity to head for the light.

Lily's eyes fluttered open and she stared into the blinding white lights above her. Her heart was still racing from her nightmare and she looked over to see Odd sitting next to her. His eyes looked weary and had dark bruised bags under them. A smile was on his face as he noticed Lily waking up.

"Lily," he whispered out as Lily sat up. Tears began to stream down her face and she threw herself into Odd, clutching his shirt.

"Odd, I was so scared,"

"Shhh, its going to be alright. I'm here, I'll always be here." Odd held the frightening girl as she cried into his chest.


	11. Chapter 11

The group was huddled around the monitor, Jeremie typing away furiously. They all held their breaths until the blonde was done and shut off the screens.

"So?" Yumi asked.

"Its true I found a way to get William back and to remove any viruses on you or Lily."

"Really, that's great!" Aelita said, hugging Lily. Her face became concerned and solemn as she looked around. Everyone was happy, over joyed almost. Ulrich and Yumi were sharing a hug while Aelita and Jeremie did the same.

"Isn't that great news Lily?" Odd asked, engulfing the girl in a tight hug.

"I don't really understand what happens after we get William back?"

"Isn't it obvious? Once we get William back we'll shut down the super computer, destroying X.A.N.A."

"And Lyoko." she whispered, removing herself from the hug and walking off.

"Hey, where you going?"

"I don't feel so well. I'm heading towards my room." Lily pushed the button and walked the rest of the way towards the school. Her head was down low and she felt a pit in the center of her stomach. She couldn't understand why she was so sad instead of feeling happy. Without X.A.N.A she could live a happy life without the constant fear of him watching her.

"You know why you don't want me to leave." a voice whispered in her ear. The fear was nothing compared to how much the truth hung in his voice. He was right she did know why. Even if she didn't want to face it, X.A.N.A was her father and Lyoko was her home. Lyoko was the place she knew she could run to when she was scared, it was her safe haven.

Sure on Earth she had her room in the dormitory and her friends to keep her safe. Ulrich and Yumi could give her advice about Sissi while Jeremie and Aelita helped her study for the various classes she didn'd understand and then there was Odd. Lily still didn't know where she stood with Odd even though he's told her time and time again that he's sorry and he's done numerous tasks to prove it. One of those tasks was sending Lily a bouquet of different colored lilies with a portrait he drew himself of her. The picture was currently hanging above Lily's bed in a frame Aelita had found in the hermitage.

Its been about a week since prom and Odd has taken Lily outside of the school every night he could. They would to the movies or a dinner sometimes they just walked around the city. It was always so nice the night air and it would be just the two of them, no one else.

"Hey Lily!" the girl turned around to see Odd racing towards her.

"Hello Odd."

"I thought I'd walk you to your room and maybe if you're feeling better we can walk around tonight." The two set off towards the dormitory as the bell rang for everyone to be dismissed.

"Well it's getting late, shall we go on our walk?" Lily said, peering out the window a few hours later. Odd got up from his spot on Aelita's bed and opened the door.

"After you my lady." Lily giggled at his comment and walked out of the room, Odd following shortly after.

The two passed through the metal gates and walked down the side-walk. There was a light breeze that sent chills down Lily's spine and she rubbed her bare arms trying to warm up. Odd noticed and removed the purple jacket he had brought. He set it around Lily's shoulders and she sent him a warm smile of appreciation. Lily zipped up the jacket as they continued to walk towards the park. The full moon illuminated the grass and flowers while it reflected in the lake. There was a white bridge the over looked the lake and lead towards a white gazebo. Lily leaned against the wooden fence and watched as Odd paced back and forth.

"So what's on your mind, Odd?" she asked, stopping him in his tracks.

"Well...Lily, there's something I've wanted to tell you for a while now." a blush appeared on his cheeks as he struggled to find the right words.

"So what is it?" Lily asked, her eyes narrowing towards the boy. Odd opened his mouth to ask his question when a scream rang from his lips. Lily watched as purple electricity swirled over the boy's body until it dropped him on the wooden ground, unconscious. Lily ran towards the boy and kneeled beside him. She didn't notice as a tall man stood behind Odd. The man grabbed the neck of Lily's shirt and tossed her over the edge of the fence, down to the water below. When Lily had gotten to dry land and ran towards the area Odd was, Odd was no where to be found.

"Come on answer," the girl muttered as she ran back towards the school, her mobile smashed against her ear, " Jeremie, it's Lily. Odd's been kidnapped by some guy that shoots lightening. Yeah, okay I'll meet you all in the factory then." The girl jumped into the sewers when she found the spot in the forest. She ran towards the factory while the others waited down below for her.

"About time you got here, X.A.N.A has launched an attack and we already know what it is." Jeremie said as the elevator opened to reveal Lily. Before they were able to say another words their cell phones beeped with an incoming message. They all looked at the flashing screens, stunned into silence.

"Send Lily to the Ice Sector or never see Odd again," Aelita whispered the message out, her voice cracking with worry.

"What should we do?" Yumi asked, looking at Jeremie for an answer.

"I have no idea, we can't risk Odd's life but we can't just hand Lily over to X.A.N.A. Who knows what he'll do to her." Jeremie sighed in frustration as he rubbed the bridge of nose with his fingers.

"Send me to Lyoko." Lily said, her face and voice emotionless.

"What?" everyone looked over at the girl in surprise.

"Send me to Lyoko, hand me over to X.A.N.A."

"No Lily, I refuse to send you." Jeremie said.

"Jeremie, you have to! We have to save Odd or X.A.N.A will kill him!" Lily's voice cracked with a mixture of anger and concern and the emotions reflected in her ruby eyes.

"No Lily and that's final."

"Wait Jeremie didn't you say there's an activated tower?" Yumi spoke up as the air in the room thickened.

"Well yeah."

"We can still save Odd by deactivating the tower."

"That's right, we forgot about the tower." Aelita said, a smile on her face.

"Well let's go then, there's no time to waste." Lily said already walking towards the elevator.

"No Lily, they'll go you're going to stay here." Jeremie said, his voice coated with seriousness.

"Jeremie I'm worthless on Earth, if Aelita gets attacked and devirtualized I'm the only one that can get in the tower."

"She's right Jeremie and there's no time to argue." Aelita said, much to Jeremie's disappointment. The four rode towards the scanners and landed on the plain grass land of Lyoko. Trees lined the paths as their vehicles materialized. Aelita hopped onto the Overboard while Lily rided with Yumi on the Overwing and Ulrich followed on the Overbike. They all raced down the numerous paths, keeping a watchful eye for monsters.

"Heads up the welcoming committee is here." Jeremie warned. The group looked ahead and saw William with two crabs.

"This will be fun," Yumi sighed as she gave Lily the controls and attack the first crab on the right. Ulrich took the lead and circled the other crab, leaving William to Lily and Aelita.

"Let's do this Aelita." Lily looked over to her pink friend and the two shared a smile before circling William with their vehicles. William looked around and raised his sword, trying to find a good time to strike. Lily noticed his weapon lowering and she smiled with satisfaction.

"Why are you fighting Lily? If you come with me, Odd will be spared and the tower will be deactivated." he said, trying to attack Lily's emotions.

"Don't listen to him Lily, X.A.N.A only wants to get in your head. He's full of lies!" Aelita called out. A smile appeared on William's face as he swung his sword towards the pinkette. The weapon hit Aelita square in the stomach and flung her off the Overboard. Aelita cried out in pain as she fell to the ground, towards a grinning William. He raised his sword for the final blow but was thrown back when a blue orb hit the blade and sent it flying away.

William looked towards the sky as Lily prepared another orb. William ran towards his sword but moved to the side, dodging the second attack. The grin never left his face when he dodged another orb and kept dodging. Lily threw another orb and once again William dodged only this time there was something behind him. Aelita was just getting to her feet and shaking off the attack when a blue orb soared through the sky and hit her in the back.

"Aelita!" Lily cried out, shocked that her attack had finished off the pinkette, much to William's pleasure. He let out a heart chilling laugh and watched as the other warriors were soon defeated by hornets that appeared from behind the tower.

"No where to run now, Lily." William said, as a lazer hit the bottom of the Overwing and caused Lily to fall to the ground.

"Oh no, Lily hurry run and hide!"


	12. Chapter 12

Lily once again bolted for the tower only to find William blocking her way. The grin on his face has disappeared and replaced with a serious expression.

"What do you want from me?" she asked, she was being careful to stay away from him at all times.

"I want you to return to Sector 6."

"Why? Why am I so important to you?"

"You don't know?" William lowered his weapon, shock bubbling to the surface of his emotions.

"Of course I don't."

"Well then, go ahead and deactivate the tower." William took a step to the side and motioned for her to enter. She took a few steps forwards before walking towards him, her eyes never leaving his. "You can deactivate the tower, or you can figure out why I want you so bad." His words made her stop mid-stride. She looked over at him with curiosity.

"What are you talking about?"

"You can deactivate the tower or learn more about yourself. Just remember if you do I'll destroy Odd." Lily had remembered that Odd was still in captivity by X.A.N.A and was most likely being destroyed right now. She sprinted and entered the tower, the lights glowing under her feet. She floated to the second level and saw two different screens appear before her.

"Jeremie I know you heard all that, what should I do?" she asked, opening up the communication between them.

"I don't know Lily, this might be the only chance we get to figure out why you are so important to X.A.N.A." Jeremie said, his voice telling her that he was also in deep thought. Lily sat down and stared at the two screens her heart racing with every second she wasted. She knew as soon as she chose one screen the other would vanish, leaving the opportunity to a minimum.

"Listen Lily!" his voice echoed through out the tower, shocking the girl to her feet.

"Odd?" she asked.

"Yes its me, I escaped with the help of Ulrich and Yumi. Lily this is a once in a lifetime chance and you have to take it! I know how much you want to know about yourself and this is that chance for you, so take it!" A smile appeared on Lily's face and relief flooded her body as she chose the second screen. Odd was safe. Much to Lily's surprise the other screen didn't disappear it just waited until Lily learned what she wanted to and then she turned and deactivated the tower. The hundreds of screens fell off the walls and piled at the bottom as Jeremie materialized Lily back on Earth.

They were all anxious to know what Lily had learned but knew it would be wise to head back to the school since the sun was already rising. It was six thirty when they made it Lily and Aelita's room, closing the door behind them.

"So what did you learn?" Yumi asked, as they situated themselves in the tiny room. Aelita and Jeremie shared the pink bed while Ulrich and Yumi huddled on the floor. Lily was in the corned of her bed with Odd next to her. Before she able to answer she felt something warm on her hand, it laced itself between her fingers and when she looked down she noticed Odd was holding her hand. A smile was on her lips and they shared a warm look of happiness.

"Well I found out that," her voice faltered as she tried to find the right words to say.

"Come on Lily, spit it out." Ulrich said, trying to be encouraging.

"Well I'm X.A.N.A's heart."

"You're his heart?" Aelita asked, her brows squishing together.

"I'm his heart, if I die he dies."

"So as long as you're alive X.A.N.A is alive?" Yumi asked as they all tried to make sense of everything.

"So then what happens if we shut down the super computer after we find the anti-virus for Aelita?" Ulrich questioned looking towards Jeremie.

"I have no idea, this is tricky and we might have to do more research on it." Jeremie said, looking at the sheets and thinking hard.

"Well I'm starving, let's go get some breakfast." Odd said, releasing Lily's hand and jumping off the bed. The others agreed and all headed for the cafeteria.

The six teens sat by the window, still processing the information they received moments ago. Odd carelessly stuffed his face with croissants while the others sat in silence.

"I think we should go to Sector 5 as fast as possible." Aelita spoke up, breaking the silence that hung over them.

"Yes, we should but not all of us. The teachers would get suspicious if we're all gone." Jeremie said, handing Odd his croissant.

"I'll go to class and take some notes, you don't need both Lily and I." Aelita claimed before Jeremie could protest.

"I have a test I need to take, so I'm sitting this one out also." Yumi said.

"Alright so its decided Odd, Ulrich, Lily and I will go to the factory and get some more information." Jeremie said as they all dropped off their trays and parted ways.

It wasn't long until the three were on Lyoko and heading towards the edge of the sector. Jeremie typed away furiously and the transporter appeared to take them away. Odd complained about his stomach as usual then they were running off to find the key. With the help of Jeremie and there being no monsters at all Lily was able to find the key and press it seconds before the timer ran out.

"Alright, this has been to easy for us. Keep your guard up." Lily warned as they hopped on the elevator.

"Ok there's the screen just do your thing and we'll keep guard." Odd said as Lily ran to the edge and began to sort through the information. She faintly heard Jeremie's warnings and the all the fighting that happened behind her. Lily peered over her shoulder to see Ulrich being devirtualized and Odd destroying the monsters left and right. Lily continued her search for information and continued to send it all to Jeremie.

"I found it!" she cried out happily.

"Good send it to Jeremie and-" Odd was cut off and Lily saw him devirtualized beside her.

"Odd!" she cried out after hitting the send button and facing the tarantulas. She threw numerous orbs at them but they all failed. Lily tried to take a step back but remembered she was already at the edge of the sector. Behind the tarantulas Lily saw the faint outline of the Scyphozoa.

"Lily you need to try and avoid that at all costs!" Jeremie cried out, typing furiously and calling Yumi and Aelita.

"Um, I'll try but there's no where for me to run." Lily said as the monster closed the space between them. It wrapped its tentacles around Lily's waist and secured her before putting three more tentacles in front of her face.

"No Lily!" she faintly heard Odd's scream as everything that she just learned flashed before her eyes. Everything she learned, everything she knew was leaving her mind before she was able to grasp them. Slowly she felt her body tingle and she continued to hear everyone scream her name. Lily's heart raced and felt as if it was going to explode from the fear that clutched at her as everything in her mind vanished. Blackness clawed at Lily's vision and she fell onto the cold ground. Yumi and Aelita grabbed her arms and helped her to her feet as Lily regained conscious.

"Lily, are you alright?" Aelita asked as the silver-haired girl clutched her head.

"Lily?" Yumi asked, peering into her ruby eyes.

"I'm sorry but who are you?"


	13. Chapter 13

"What do you mean Lily? We're your friends!" Yumi said, shaking the young girl.

"I'm sorry but I don't recognize you, either of you." Lily said, looking back and forth at the two women in front of her.

"Let's go!" William appeared behind the girl and she jumped off the edge, into his arms.

"No Lily!" Aelita cried out as Yumi attempted to hit the manta ray. They both watched in horror as Lily disappeared, with William.

"Jeremie what just happened?" Yumi asked, she tried to hold Aelita up as the pinkette fell to her knees.

"I-I have no idea, it appears that Lily has lost all her memory. She's been reprogrammed."

"So how do we fix this?" Aelita asked, regaining herself.

"Aelita, I'll need you to try and find Lily's memory then we'll have to wait until X.A.N.A attacks."

"Alright I'm on it." Aelita quickly sorted through the data while Yumi stood guard.

"Well Aelita did you find it?" Yumi asked, when Aelita shut off the screen and gave Jeremie back the controls.

"Yes now let's go." Aelita said, as Jeremie brought out Yumi's vehicle. The two jumped onto the Overwing and rode towards the Desert Sector. They appeared from a way tower and drove on top the sand.

"So what do we do now?" Yumi asked as they drove around mindlessly.

"We wait, X.A.N.A has to attack one of the sectors sooner or later. I'm sorry but I don't really have a plan."

"That's alright Jeremie but you could try to send Odd and Ulrich?" Aelita asked as they stopped behind a giant rock.

"Can you virtualize them again?" Yumi asked, pulling out a fan and fanning herself.

"Well I can try, they've rested enough so I don't see why not." The two girls looked above as the boys fell behind the rock with them.

"Hey," they greeted.

"So what should we do while we wait?" Odd asked, his voice and body broken.

"Don't worry Odd, we'll get her back." Yumi placed a comforting hand on the cat's shoulder and he gave her a half warm smile. They all sat back and listened as Jeremie typed away furiously and muttered to himself.

"I've got it!"

"Got what, Jeremie?" Aelita asked.

"I've got Lily's memories and a way to get them back to her!"

"Really?" a new hope surged through the group along with smiles.

"Yes, Odd I've loaded her memories into one of your arrows on your left hand. When you have a clear shot, and make sure its clear, Lily will get all her memories back." Odd looked at his hand and aimed, a slight sadness tinted his face.

"What's wrong Odd?" Aelita asked.

"I have to shoot her," the boy muttered.

"You've shot her before, why is now a big deal?" Ulrich asked, sheathing his sword.

"It-it just is," Odd began to walk away from his friends, his tail dragging on the sand. His head was down as he continued to walk, not wanting to talk with anyone. His eyes were vacant as his mind kept replaying the conversations he had with the girl. The last walk they went on before all this happened, Odd had made several promises to her and they all made her smile. He promised to always wait by her door every morning so they could walk to breakfast, he would also walk her back to her room before lights out. He promised to study harder for her and to always protect her from X.A.N.A, William and Sissi. The last promise he made her was to never hurt or shoot at her again. Lily told him that his arrows actually hurt her and when she appeared on Earth they left bruises. She had lifted her shirt and exposed the purple, black and yellow skin underneath it. He remembered how her body shivered when he ran his fingers over the bruises, his eyes widened in shock. He swore to her that night that he would never shoot another arrow at her ever again.

"Odd where are you?" Jeremie's voice rang throughout the desert.

"I'm walking back to the rock, why?"

"I've found Lily and William, are you ready?"

"Yeah, let's do this." Odd ran back to his friends and they were all given the coordinates. The vehicles appeared and they were off towards a way tower. Aelita opened the tower, allowing the others to follow her as they jumped over the edge and towards the Forest Sector. Once they left the tower the four teens headed towards their destination. He dodges as many trees as he could while gaining more and more speed, wanting to get her back as fast as possible. Odd's heart and mind raced as he tried to think of a way to save her without shooting her.

He noticed the others slow down and saw a flash of her silver hair as she wandered around a tree, inches from a tower. Her eyes were full of happiness and wonderment as she peered around every tree within walking distance. William noticed them before she did and he grabbed her shirt, throwing her behind him and onto a manta ray. The ray hovered near by, while Ulrich and Yumi distracted William, even Aelita was helping them out. Lily looked back and forth between the cat and the fighting teens, fear circling her ruby eyes.

"Lily, don't freak out." Odd put his hands in the air and approached the girl slowly. The manta ray revved up a laser but Lily quickly silenced it when she got off.

"Who are you and why do you follow me?" she asked, making sure to keep a distance between her and Odd.

"I'm a friend, your friend."

"I don't know who you are."

"That's because that guy over there with the giant sword took your memory away."

"How do I know you're telling the truth?"

"Because Lily, I have no reason to lie to you and I promised that I would never lie to you ever."

"So how do I get my memory, if you're telling the truth that is?"

"Well, I have your memory."

"You do?"

"Yes..."

"Then give it to me." Lily extended her arm, waiting for Odd to put her

"Well it's not that simple."

"What do you mean?" Her fingers curled away from the boy and she took a step back, pressing herself against a tree.

"I have your memory but in order to get it to you, I have to shoot you with one of my arrows." Odd looked down at his hand, sadness clutching his heart. His eyes widened when a small, pale hand took his. Lily shifted Odd's hand so it was pointing right at her chest.

"Then do it,"

"I can't though, it'll leave bruises."

"Would you rather have me bruised but remembering you or healed and not knowing your name?" Lily looked deep into Odd's eyes, a smile on her face.

"I can't do it though, I just- I just can't bring myself to shoot you." Odd took his other hand and cupped Lily's face, drawing her closer to him.

"It'll be alright, I know it will." Lily closed the space between them, smashing their lips together.

"I'm sorry." Odd broke the kiss and whispered the words into her ear as his arrow left its holster and drove itself deep in Lily's chest.


	14. Chapter 14

"No!" William's scream echoed throughout the trees as the silver-haired girl's eyes closed and she fell to her knees. Everyone looked towards her as she collapsed into his amethyst colored arms. They all watched as she slowly faded, leaving his arms vacant. Anguish swirled in his eyes and his tail dragged along the grass as he sauntered towards them.

"Odd, it's alright. At least you gave her back her memory." Yumi gave the feline a warm smile and he tried to return it but failed. Odd opened his mouth to reply to the Geisha but was interrupted by the wailing sounds coming from the boy next to them. Their attention was brought to him as William held his head and fell to his knees, his mouth opened and his face painted in pain. They watched as black smoke evaporated from his body and slid off the edges. Ulrich peered over the edge and watched as it disappeared before hitting the waters below. Yumi reached towards the boy as he fell into her arms, fading away just as Lily did moments ago.

"What just happened?" Ulrich asked, looking towards the sky for answers.

"William is no longer under X.A.N.A's control, I'm bringing you all back this is too weird." Jeremie materialized his friends, even William. They waited by the scanners and caught the dark haired boy as he fell from the metal doors.

"Um, Jeremie, where's Lily?" Odd asked, worry clinging to his words as he looked around for her silver hair.

"I don't know, she's no where on Lyoko, the web or Earth." Jeremie continued to type faster and faster, numerous windows appearing before his eyes.

"What's going on?" William still held his head in his hands as he looked up at everyone.

"Welcome back to Earth, William. Do you remember anything?" Yumi was the first to speak to the boy and she knelt beside him.

"I remember everything that happened, all of it."

"Do you know why X.A.N.A released you from his control?"

"I'm not sure it was as if he died or something." Their eyes widened as the words left his mouth. _As if he died...died._

"Wait, you don't think?" Yumi looked over her shoulder as they all registered her question.

"No, he can't be gone and neither can she!" Anger bubbled inside Odd's chest as tears threatened his eyes.

"Odd, William was just freed from X.A.N.A and Lily is nowhere to be found. I'm sorry." Ulrich put a hand on his friend's shoulder. The anger cascaded down Odd's cheeks and he balled his hands into fists, his entire body shaking.

"I'm sorry, Odd." Jeremie's voice echoed through the tiny room as he exited the elevator, his head down.

"Wait, Lily is gone?" William jumped to his feet, surprising everyone.

"You know Lily?" Aelita asked.

"Yes, she was created by X.A.N.A and I'm the one who named her."

"Well, our best guess right now is that her and X.A.N.A are gone." Jeremie's words formed a silence that created a sadness that clung to their chests and hearts. They all looked towards the scanners, hoping that a miracle would happen and Lily would appear just as she always did with a giant smile on her pale face. There would be a sparkle in her cardinal eyes and she would jump into Odd's arms. They would all share in her smiles and return to the school for a quick meal.

Aelita remembered how she spent sleepless nights helping Lily deal with the world and school work, laughing at how Lily always fell asleep during classes anyways. Aelita dreaded going back to her room, she feared the sadness that would ache as she gazed at the empty, unkept bed beside her. The closet would still hold dozens of different clothes, including Lily's prom dress. The walls would be decorated with sketches and portraits that Odd drew of her and their friends. Tears streaked down Aelita's cheeks as she wondered how she would ever face that lonely room again.

Yumi's face became red and swollen as she clutched onto Ulrich and cried. She remembered how Lily always had a smile, even when she was upset. Lily was always innocent and trusting of everyone around her. Lily always laughed and enjoyed herself. She always wanted to learn more about the world and it always surprised her. Yumi remembered Lily's face when she put on her prom dress and danced around the room as if compelled by magic. The couple crumbled to the floor, Ulrich holding Yumi in his arms as they both shed tears.

Jeremie walked over to the pinkette and wrapped his arms around her shaking form. His eyes hiding behind his glasses. She could tell they were red and puffy and he sniffled every few seconds. Jeremie wasn't as close to the silverette like everyone else was and that tugged at his emotions the most. He was always to busy on his computer, trying to destroy Lyoko and save Aelita. He found himself to preoccupied to help Lily with her homework and always sent her away to find Aelita or someone else. He never took the time to watch the girl and talk with her about her feelings, he was just to busy staying away from her.

Odd was a complete mess on the inside. On the outside he looked stiff, unmoving and hardly breathing. Tears streaked and dried on his cheeks and his breath hitched in his throat every few seconds. His mind kept racing through all the talks he had with the girl and how he could always make her laugh or blush. He remembered how she smelled of lilacs the night he kissed her cheek when she wanted to leave. He remembered how horrible he felt when he found out about him ruining her first prom. Odd clung to the memory of holding Lily in his arms and rocking with her back and forth while humming, he liked how her hair glowed under the moonlight in the park while they danced. Odd remembered the way her smile created two dimples in her cheeks and made her eyes close half way and tear up from laughter. He noticed how her clothes would be baggy and camouflage her pale figure. He remembered the first time she met Kiwi and how she screamed and hid behind him. Or how Kiwi chased her around the room while the group laughed at her, it was until she started to cry did they finally tell her that the dog was harmless. He didn't know how he would face the school, Lyoko or his life without her beside him.

The small group huddled together for comfort as tears piled on the floor and soaked through their clothing.

"It just can't be. She cannot be gone." Yumi whispered, her voice choking on the words.

"Is there anyway we can get her back, Jeremie?" Aelita asked, not being strong enough to say Lily's name.

"I have no idea and even if there was a slim chance...it-its gone." They all huddled closer together until Odd broke the embrace by getting to his feet and getting on the elevator.

"Odd, where are you going?" Yumi asked, wiping her tears away with the back of her hand.

"I...I just want to be alone right now, I'll see you all tomorrow." Odd pressed the button and went to the top of the factory. The wind whipped his clothes and hair around as he sat on the edge of the metal building, overlooking the vast ocean. The blue waves rocked against the rocks below as foam crawled onto the sand. "Please Lily, you have to come back. I need you." he whispered to himself while bringing his knees towards his chest and resting his head on them. His blonde hair whipped wildly even with all the hair gel he used to keep in place as more tears fell from his eyes.


	15. Chapter 15

_Cold...I'm so cold. My body, if it's still here, is most likely blue like the vast seas. My body is stiff, my fingers barely flinching even thought I'm trying to move them with all my might. My eyes, I'm sure, they are blue like my skin and I can't seem to open them. The room behind my eyelids is dark and cold. So cold. Odd are you there? Please help me._

Jeremie typed away furiously on his computer, the screen dimly lit up his room. His fingers typed harshly on the keyboard, not caring if he broke it. He slowly read through every message that appeared on his screen, making sure he didn't miss any important information.

"I'm...cold." a voice faintly whispered to him, the words also sent a cool breeze that the boy simple shook off. He continued to type even when the words repeated themselves into his ears. The boy got up from his chair and walked over to the dresser, grabbing a few ear plugs. A smile washed over his face but vanished when he tried to put them in. A scream bursted his ear drums even though it sounded as if it came from down the hall. The boy exited his room and ran down the hall, his feet slipping every few steps.

"Jeremie, what's going on?" Ulrich opened his door to find the blonde panting in his doorway.

"I...heard...a...scream...and...ran." Jeremie breathed out, trying to catch his breath before continuing.

"So you heard it too?" Ulrich said, closing the door behind him as he entered the hallway with the blonde.

"Yeah, that's why I was running."

"What's going on here?" Jim stood over the boys, his hair was curled and tangled behind his sweat band. There were dark circles under his eyes as he tried to wipe the sleep from them so he could glare at the students below.

"Sorry Jim, we heard something but turns out it was nothing," Ulrich gave the man a grin before pushing his friend down the hall, towards Jeremie's room.

"How did you hear it Ulrich? Don't you wear ear plugs?" Jeremie asked, putting his key in his lock.

"Yeah it sounded as if it was right in my ears but it was far away at the same time."

"That's exactly how it was. Did Odd wake up?"

"No, he's still asleep actually." Ulrich entered his friend's room and sat on the bed, stretching his muscles.

"I wonder if the others heard it to."

"Maybe," Ulrich looked around and notice how active the computer was on the desk. "Wait, were you already awake when you heard the scream?"

"Oh, yeah I was." Jeremie motioned towards his computer for Ulrich to look at the monitor.

"What were you doing?"

"I was trying to find Lily and see what went wrong."

"Find anything...or her?"

"I did find something, but I want to say it only once and with everyone here. In the morning meet in the factory before breakfast, okay?" Jeremie shut off the computer, said goodbye to his friend and crawled into his bead. unfortunately sleep didn't rock the boy to sleep, instead he stared at the ceiling.

Soon morning crawled through his window with sunlight and the boy got ready to face the anger that would surface in his friends. Jeremie found his feet dragging as he slowly scooted down the sewers, the noise echoing around him. The boy bit back tears and swallowed the fear that inched up his throat as he slid down the roped and into the elevator. Jeremie entered the room to find everyone waiting anxiously by the monitor.

"So what did you find?" Yumi asked, her voice sprinkling with hope.

"Well, I don't really know how to say this." Jeremie took his seat and began to open various windows and screens for his friends to see.

"Just spit it out Jeremie," a dull voice spoke out and everyone turned to see Odd with his arms crossed and looking intensely at the screens.

"Well, I'm the reason Lily didn't come back..."

"What?!" They all looked at the boy in new light, even Odd drew his attention from the screens.

"The arrow Odd shot, I was the one who put all of Lily's memories and I didn't know there was an anti-virus in them."

"An anti-virus?" Yumi asked.

"Yes it was the prototype for William so he could be free from X.A.N.A's control, it was supposed to weaken X.A.N.A but there was a bug and it...it destroyed him."

"And Lily," the words whispered out of Aelita's lips, her mind reeling.

"Yeah, it-AHH!" Jeremie was interrupted as a pair of hands clenched his shirt. The boy found himself staring into the smoldering glare of Odd, fear picked at Jeremie as sweat beaded down his face.

"It's your fault! Lily is gone because of you!" Ulrich was the first to react and help. He frantically tried to pry Odd off of the boy, screaming about how it was an accident. William was the next to help and the two boys were able to get Odd off of Jeremie, Aelita and Yumi making sure the blonde with glasses was alright.

"Odd, it was an accident. It couldn't have been avoided!"

"Yes it could have! Its all Jeremie's fault! He killed her!"

"Get him out of here Ulrich!" Yumi called out as the boys dragged the purple man out of the factory. They brought the boy into forest and dropped him on a grass patch.

"Odd, what the hell happened back there?" Ulrich pushed the boy onto the ground and tried to make Odd look him in the eye.

"I can't believe Jeremie messed up like that. I just...can't believe it."

"Odd we all loved Lily and we're all sad but we can't just blame Jeremie, it was a mistake." William kept the boy from getting to his feet, even though Odd didn't make any effort to fight them off.

"Odd, you don't really blame Jeremie do you?"

"Its his fault..."

"I know you, your my best friend and roommate. You don't blame Jeremie you blame yourself, admit it!"

"I can't believe one promise, I broke one promise and it killed her. I killed Lily. I killed the one girl who made my heart race and my mind go blank. She was the only girl that I..."

"Loved?" William offered the word for the blonde.

"I...I don't know if I loved her."

"Odd you whispered her name before you woke up and before you went to bed. You actually kissed Kiwi, thinking he was Lily. You love her, Odd." Ulrich pointed out, trying to make Odd feel better.

"Yeah, Odd admit it."

"Fine! Yes I'm in love with Lily and I think she's the one! It doesn't do me any good now that she's, gone." Tears began to fall from Odd's eyes and he found himself engulfed in a hug with Ulrich and William.

"We will find a way to bring her back, she can't be dead."


	16. Chapter 16

_Cold, why am I so cold. Odd, are you there? Please tell my why I'm so cold. My hands were still stiff but I was able to curl my fingers. I've been working on warming up all day and still I was cold. Nothing made sense, I was cold and alone. I was never alone either Aelita or Odd was with me at all times, I miss them. Where are they? Where's Yumi or Ulrich? Maybe if I can get to my feet I can get to Jeremie's room, he's always by his computer_

_"Get up child, its time we figured this out."_

"I'm so stupid, Aelita!" Jeremie flung the papers that were piled on his desk onto the floor as he continuously blamed himself.

"Jeremie you couldn't have known that the anti-virus was in Lily." Aelita walked over to his desk and place a light hand on his back, hoping to make him feel better.

"I just can't believe I killed her,"

"You didn't kill her though, it was an accident." Jeremie looked over at the pinkette, a smile on his face as he opened his arms and engulfed her in a hug. Jeremie could faintly smell Aelita's shampoo as her head rested on his shoulder, shoving pink strands in his mouth. The two ended the embrace and smiled at each other. Jeremie closed his eyes and leaned his head closer to Aelita's, his lips lightly parted. Their lips were millimeters apart when they both looked towards the door as it slammed against the wall, wind whipping inside the tiny room. The wind whipped their hair around while twirling the sheets of paper around the room.

"What's going on?" Jeremie held onto Aelita, fearing the worst for them as the wind continued its rampage.

"I'm scared Jeremie!" Aelita angled her body closer to Jeremie as he tightened his grip around her waist. They both watched in horror as the wind continued to throw papers and sheets around, their eyes widening when they heard a faint scream in the center of the room.

"Do you hear it screaming?" Jeremie asked, wanting to get closer.

"Yes, it sounds like its in so much pain." Aelita took a careful step forward, still clutching onto Jeremie's hand. He slowly let her go, only taking a few baby steps. "Jeremie, let me go. I can get to whoever is in pain but I have to go alone!" Aelita called back to the blonde.

"I can't do that! I'm not letting you go, we can do this together!" Jeremie looked up to see the determination on Aelita's face as she nodded her head and guided him inside the center of the room. They both closed their eyes, fearing they would appear beside the door leading to the hallway.

Instead the young couple found themselves in a dark, dimly lit hallway. There was a light breeze that lifted their clothes and sent shivers down their skin as they walked. The lights ahead flickered with every step they took as there was the light noise of water dripping from the ceiling.

"Where are we?" Aelita asked, fearfully looking around. The hallway was narrow allowing them just enough room to walk side by side.

"I don't know, but if we keep moving we might find out who was screaming." The determination in Jeremie's voice was undeniable as he continued forward with the pinkette. They passed several rooms with metal doors that were sealed shut and wouldn't budge no matter how hard they pulled.

"I wonder how far this hall goes, it seems to never end." Aelita commented as they approached another room. Jeremie peered through the murky window to see if there was anything in the dim-lit room.

"Aelita, look!" he pushed himself away to make room for the pinkette so she could look inside.

"Is that? It can't be!" Aelita's eyes could make out the glowing shine of silver hair as it laid sprawled across the floor. The girl behind the door was on her back with her eyes closed, water dripping on her forehead.

"It is. It's Lily! I'm sure of it!"

"Lily? Lily!" they both began to call out the girl's name only ceasing when they realized she wasn't reacting.

"What's wrong? Why isn't she getting up?" Aelita asked, her heart racing.

"I'm not sure, we have to open this door. Help me Aelita!" Jeremie asked for the pinkettes help and they both began to yank on the door handle. The door screeched and barely opened with every thrust they gave. Finally the door was open enough for the two of them to slip through and run towards the unconscious girl. They were a few feet away when a black, foggy wall appeared, blocking their bath. The red of X.A.N.A lit up the room and their faces.

"Not...another...step," the wall hissed.

"X.A.N.A?" Aelita asked, she peered through the wall and noticed it's blackness was getting lighter.

"Yessss."

"X.A.N.A you're weak and getting weaker, you can't protect her!"

"My...heartttt...I...will...save...her"

"You can't though not in this condition, let us take her. We can save her." the wall faltered for a minute as if the evil was contemplating Aelita's words.

"You...keep...safe?"

"We promise to keep Lily safe." Jeremie spoke out this time, standing beside Aelita. The wall jumped to the ceiling, allowing them passage towards the girl. Jeremie quickly felt for a pulse on Lily's wrist as Aelita tried to wake her.

"She's not waking up and she's so cold." worry picked at Aelita's voice as she took off her jacket and wrapped it around Lily's shoulders.

"We have to get her out of here, she'll die in this cold." Jeremie claimed, putting Lily in his arms bridal style. The two ran towards the door and out back the way they came, running as fast as they could.

"Wait, Jeremie, look." Aelita turned around and pointed as a black shadow leaked behind them, trying to catch up.

"X.A.N.A, why are you following us?" Jeremie asked as they shadow caught up.

"Enough...power...portal...go...through...protect. "

"His words are spacing out more, he's growing weaker." Aelita claimed, feeling pity pile in her stomach.

"He said he has enough power for a portal, right?" Jeremie repositioned Lily in his arms as her weight got heavier and heavier with every second they wasted.

"Portal...yes" the shadow began to glow and a high screech was heard from the center just like it was in the room. Wind whipped at their clothes and hair and Aelita was the first to step towards it.

"Wait, Aelita!" Jeremie called out, trying to protect the silverette in his arms.

"Jeremie, X.A.N.A brought us to Lily, he wants her safe just as much as we do!" Jeremie took a deep breath, doubting X.A.N.A's intentions but he followed the pinkette into the center of the wind, his eyes closing.

When he reopened his eyes, he still felt Lily in his arms. Her body was still cold and she didn't move as Aelita and Jeremie looked around.

"Are we in the factory?" Jeremie asked, setting Lily on the ground and walking towards his computer.

"I think we are, but why?" Before they could think of an answer Aelita's phone began to ring loudly. "Hello? Yumi? Yes, we're in the factory. Sorry for worrying you...okay, well can you gather everyone and meet us here we have a surprise...I'm not sure. Alright...goodbye." Aelita put her mobile back in her pocket and looked towards Jeremie.

"Well?"

"She's calling Ulrich, Odd and William. They'll be here soon but I think Lily should be awake."

"Why would I be asleep?" her voice fluttered through the silent room and Aelita looked over to see Lily sitting up, her hair was knotted but still laid on her shoulders delicately.

"Li-Lily?" Aelita's voice broke with joy and she jumped towards the silverette, wrapping her arms around Lily's shoulders. "I was so worried I'd never see you again!"

"Lily, how are you awake?" Jeremie asked, slowly walking towards the hugging girls.

"I'm not sure, but I don't feel to well. My head hurts and I'm so cold." Aelita pulled away as Lily tightened Aelita's jacket around her shoulders, shivering under the pink coat.

"Her body is still cold and her heartbeat isn't as strong as it should be."

"Why? What's wrong with me?" Lily asked, looking towards the blonde for answers.

"The anti-virus! It probably wasn't removed! Hurry get to the scanners, I'll send everyone down there with you." Aelita helped Lily into the elevator and they both entered the small room full of metal tubes. Lily stepped inside one, her mind reeling as her eyesight faded in and out.

It took about five minutes for everyone to gather by the metal doors. Yumi intertwined her fingers with Ulrich's while Jeremie joined them. Odd was leaning against the walls, he stared at the ground and fought back tears.

"So why are we here Jeremie?" The blonde with the spiked hair asked, not lifting his gaze.

"Yeah and what's the surprise?" Ulrich asked, tightening his grip on Yumi's hand.

"Well we think X.A.N.A is really dead, he's not coming back. Ever." Aelita informed the small group.

"Yeah we know that already. We know X.A.N.A and Lily are never coming back, why is that a surprise?" a few tears fell from Odd's eyes and he glared at the pinkette before returning his smolder to the ground. There was a flash of pale skin that climbed up his cheek and wiped away the tears.

"Don't cry." Odd lifted his gaze to find cardinal eyes looking at him, her pale face was perfectly outlined by silver hair. Her hand never left his face even when he placed his hand over hers. He closed his eyes, took a deep breath and opened them.

"I can't believe you're really here." he whispered, more tears falling from his eyes.

"You think I'm a ghost?" a smile fluttered on her face and he reflected it with his own lips.

"I've had visions, dreams, of this moment since you left. I just can't believe it." Odd wrapped an arm around Lily's waist and drew her closer to him, their bodies only a breath apart.

"Don't worry Odd, I'm not a dream."

"No, you are. Lily you're a dream come true." Odd pressed his forehead against her, taking in her scent of lilacs and rain water.

"Um, Odd, shouldn't you tell her something." Ulrich said, jerking his head towards Lily.

"Now that she's here and **alive.**" William jumped in.

"Tell me something, you don't have another girlfriend do you?" Lily pushed herself away only to get jerked back against Odd.

"No, but I do need to tell you something. **In private**." Odd hissed the last words to his friend and chuckled when they all bolted for the elevator.

"You know they'll most likely hear this in the computer room?"

"Yes I know but at least we are alone."

"So, what do you need to say?" Lily's eyes swirled with wonderment and worry.

"Lily when you left, when we lost you, I lost control of myself. I broke a promise and it nearly killed you. I was disgusted with myself and I was just so lost. Lily during the time you were gone I realized something, something important."

"What did you find out?"

"I'm completely lost without you, you bring joy and happiness in my life."

"Odd."

"Yes?"

"You are being really serious and that's not like you. Its scaring me."

"I'm sorry I'm scaring you but I promise I'll only be serious for a few more minutes. Now, where was I?"

"I bring happiness and joy to your life."

"Right. Lily," Odd pulled the silverette closer to his body, making sure their faces were a few inches apart, "I love you." He lowered his head close to hers, pressing their lips together.

"I love you too, Odd."

"Will you be my girlfriend then?"

"Of course," the two once again pressed their lips together but broke apart seconds later when they heard the faint cheering of the group coming from down stairs.

They all walked back to the school, Odd and Lily hand in hand while chatting with everyone excitedly. There was a smile that never faltered or gave way on Lily's pale face while they entered the school gates. She was happy to be back with Odd. She was happy to be home.

**A/N: So I wanted to thank everyone for reading this story and hopefully liking it. A huge shout out to all my reviewers!**

**Muffinmilk317**

**DarkGingka17**

**Sillabye**

**Codelyokomonadvanced**

**You are all amazing and I loved all your reviews! Also I wanted to say that I love this chapter and I'm really happy and sad about it ending like this. This story was so fun to write and I loved reading the reviews and watching the views go up up up! Well I hope you all enjoyed this story and I am going to be writing a sequel to this story, the first chapter should be up sometime in June, or sooner. Anyways, thank you all! Goodbye for now.**


End file.
